Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2019 | Nov. 06, 2019 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 1-15319 | |
Document Period End Date | Sep. 30, 2019 | |
Amendment Flag | false | |
Entity Registrant Name | SENIOR HOUSING PROPERTIES TRUST | |
Entity Tax Identification Number | 04-3445278 | |
Entity Address, Address Line One | Two Newton Place, 255 Washington Street, SuiteĀ 300, | |
Entity Address, City or Town | Newton | |
Entity Address, State or Province | MA | |
Entity Address, Postal Zip Code | 02458-1634 | |
Entity Incorporation, State or Country Code | MD | |
City Area Code | 617 | |
Local Phone Number | 796 - 8350 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Title of 12(b) Security | Common Shares of Beneficial Interest | |
Trading Symbol | SNH | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding (in shares) | 237,899,037 | |
Entity Central Index Key | 0001075415 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q3 | |
Entity Emerging Growth Company | false | |
Entity Smaller Reporting Company | false | |
Entity Shell Company | false | |
Senior Notes Due 2042 | ||
Document Information [Line Items] | ||
Title of 12(b) Security | 5.625% Senior Notes due 2042 | |
Trading Symbol | SNHNI | |
Security Exchange Name | NASDAQ | |
Senior Notes Due 2046 | ||
Document Information [Line Items] | ||
Title of 12(b) Security | 6.25% Senior Notes due 2046 | |
Trading Symbol | SNHNL | |
Security Exchange Name | NASDAQ |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 | |
Real estate properties: | |||
Land | $ 825,451 | $ 844,567 | |
Buildings and improvements | 7,019,361 | 7,031,733 | |
Total real estate properties, gross | 7,844,812 | 7,876,300 | |
Accumulated depreciation | (1,655,141) | (1,534,392) | |
Total real estate properties, net | 6,189,671 | 6,341,908 | |
Assets of properties held for sale | 104,446 | 1,928 | |
Cash and cash equivalents | 49,462 | 54,976 | |
Restricted cash | 13,987 | [1] | 15,095 |
Acquired real estate leases and other intangible assets, net | 359,909 | 419,244 | |
Other assets, net | 199,515 | 327,275 | |
Total assets | 6,916,990 | 7,160,426 | |
LIABILITIES AND EQUITY | |||
Unsecured revolving credit facility | 589,000 | 139,000 | |
Unsecured term loans, net | 548,906 | 548,286 | |
Senior unsecured notes, net | 1,819,802 | 2,216,945 | |
Secured debt and capital leases, net | 698,695 | 744,186 | |
Accrued interest | 30,308 | 26,182 | |
Assumed real estate lease obligations, net | 79,134 | 86,304 | |
Other liabilities | 182,923 | 219,653 | |
Total liabilities | 3,948,768 | 3,980,556 | |
Commitments and contingencies | |||
Equity attributable to common shareholders: | |||
Common shares of beneficial interest, $.01 par value: 300,000,000 shares authorized, 237,900,277 and 237,729,900 shares issued and outstanding at September 30, 2019 and December 31, 2018, respectively | 2,379 | 2,377 | |
Additional paid in capital | 4,612,264 | 4,611,419 | |
Cumulative net income | 2,104,259 | 2,140,796 | |
Cumulative other comprehensive loss | (175) | (266) | |
Cumulative distributions | (3,895,248) | (3,731,214) | |
Total equity attributable to common shareholders | 2,823,479 | 3,023,112 | |
Noncontrolling interest: | |||
Total equity attributable to noncontrolling interest | 144,743 | 156,758 | |
Total equity | 2,968,222 | 3,179,870 | |
Total liabilities and equity | $ 6,916,990 | $ 7,160,426 | |
[1] | Restricted cash consists of amounts escrowed for real estate taxes, insurance and capital expenditures at certain of our mortgaged properties, security deposits for residents of our managed senior living communities and cash held for the operations of our joint venture MOB. Restricted cash as of September 30, 2018 also includes proceeds from our sale of a senior living community in May 2018 that were being held in trust for our benefit to fund future acquisitions by us. |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Common shares of beneficial interest, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common shares of beneficial interest, shares authorized (in shares) | 300,000,000 | 300,000,000 |
Common shares of beneficial interest, shares issued (in shares) | 237,900,277 | 237,729,900 |
Common shares of beneficial interest, shares outstanding (in shares) | 237,900,277 | 237,729,900 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Revenues: | ||||
Total revenues | $ 255,827 | $ 278,969 | $ 784,116 | $ 831,942 |
Expenses: | ||||
Property operating expenses | 125,083 | 115,987 | 362,498 | 334,141 |
Depreciation and amortization | 73,368 | 71,661 | 219,522 | 214,300 |
General and administrative | 9,604 | 31,032 | 28,287 | 85,228 |
Acquisition and certain other transaction related costs | 2,492 | 51 | 11,209 | 138 |
Impairment of assets | 33,099 | 4,525 | 41,518 | 5,073 |
Total expenses | 243,646 | 223,256 | 663,034 | 638,880 |
Gain on sale of properties | 4,183 | 0 | 21,893 | 261,916 |
Dividend income | 0 | 660 | 1,846 | 1,978 |
Gains and losses on equity securities, net | 40 | 35,137 | (41,476) | 85,643 |
Interest and other income | 238 | 248 | 590 | 362 |
Interest expense (including net amortization of debt premiums, discounts and issuance costs of $1,421, $1,626, $4,592 and $4,579, respectively) | (44,817) | (45,416) | (136,840) | (133,781) |
Gain (loss) on early extinguishment of debt | 0 | 108 | (17) | (22) |
(Loss) income from continuing operations before income tax benefit (expense) and equity in earnings of an investee | (28,175) | 46,450 | (32,922) | 409,158 |
Income tax benefit (expense) | 146 | (79) | 47 | (444) |
Equity in earnings of an investee | 83 | 831 | 617 | 882 |
Net (loss) income | (27,946) | 47,202 | (32,258) | 409,596 |
Net income attributable to noncontrolling interest | (1,444) | (1,397) | (4,279) | (4,181) |
Net income (loss) attributable to common shareholders | (29,390) | 45,805 | (36,537) | 405,415 |
Other comprehensive (loss) income: | ||||
Equity in unrealized (loss) gain of an investee | (46) | 173 | 91 | 90 |
Other comprehensive (loss) income | (46) | 173 | 91 | 90 |
Comprehensive (loss) income | (27,992) | 47,375 | (32,167) | 409,686 |
Comprehensive income attributable to noncontrolling interest | (1,444) | (1,397) | (4,279) | (4,181) |
Comprehensive (loss) income attributable to common shareholders | $ (29,436) | $ 45,978 | $ (36,446) | $ 405,505 |
Weighted average common shares outstanding (basic) (in shares) | 237,608 | 237,511 | 237,585 | 237,492 |
Weighted average common shares outstanding (diluted) (in shares) | 237,608 | 237,562 | 237,585 | 237,526 |
Per common share amounts (basic and diluted): | ||||
Net (loss) income attributable to common shareholders (in dollars per share) | $ (0.12) | $ 0.19 | $ (0.15) | $ 1.71 |
Rental income | ||||
Revenues: | ||||
Total revenues | $ 148,011 | $ 173,648 | $ 459,349 | $ 521,961 |
Residents fees and services | ||||
Revenues: | ||||
Total revenues | $ 107,816 | $ 105,321 | $ 324,767 | $ 309,981 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Income Statement [Abstract] | ||||
Amortization of debt issuance costs and debt discounts and premiums | $ 1,421 | $ 1,626 | $ 4,592 | $ 4,579 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Common Shares | Additional Paid-in Capital | Cumulative Net Income | Cumulative Other Comprehensive Income (Loss) | Cumulative Distributions | Total Equity Attributable to Common Shareholders | Total Equity Attributable to Noncontrolling Interest |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Cumulative adjustment upon adoption of ASU No. 2016-01 | $ 0 | $ 87,429 | $ (87,429) | |||||
Adjusted balance | 3,277,188 | $ 2,376 | $ 4,609,316 | 1,853,924 | (198) | $ (3,360,468) | $ 3,104,950 | $ 172,238 |
Beginning balance (in shares) at Dec. 31, 2017 | 237,630,409 | |||||||
Beginning balance at Dec. 31, 2017 | 3,277,188 | $ 2,376 | 4,609,316 | 1,766,495 | 87,231 | (3,360,468) | 3,104,950 | 172,238 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net (loss) income | 237,405 | 236,022 | 236,022 | 1,383 | ||||
Other comprehensive income (loss) | (93) | (93) | (93) | |||||
Distributions | (92,674) | (92,674) | (92,674) | |||||
Share grants (in shares) | 3,000 | |||||||
Share grants | 47 | 47 | 47 | |||||
Share repurchases (in shares) | (4,628) | |||||||
Share repurchases | (89) | (89) | (89) | |||||
Distributions to noncontrolling interest | (5,667) | (5,667) | ||||||
Ending balance (in shares) at Mar. 31, 2018 | 237,628,781 | |||||||
Ending balance at Mar. 31, 2018 | 3,416,117 | $ 2,376 | 4,609,274 | 2,089,946 | (291) | (3,453,142) | 3,248,163 | 167,954 |
Beginning balance (in shares) at Dec. 31, 2017 | 237,630,409 | |||||||
Beginning balance at Dec. 31, 2017 | 3,277,188 | $ 2,376 | 4,609,316 | 1,766,495 | 87,231 | (3,360,468) | 3,104,950 | 172,238 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net (loss) income | 409,596 | |||||||
Other comprehensive income (loss) | 90 | |||||||
Ending balance (in shares) at Sep. 30, 2018 | 237,730,900 | |||||||
Ending balance at Sep. 30, 2018 | 3,394,480 | $ 2,377 | 4,610,885 | 2,259,338 | (108) | (3,638,499) | 3,233,993 | 160,487 |
Beginning balance (in shares) at Mar. 31, 2018 | 237,628,781 | |||||||
Beginning balance at Mar. 31, 2018 | 3,416,117 | $ 2,376 | 4,609,274 | 2,089,946 | (291) | (3,453,142) | 3,248,163 | 167,954 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net (loss) income | 124,988 | 123,587 | 123,587 | 1,401 | ||||
Other comprehensive income (loss) | 10 | 10 | 10 | |||||
Distributions | (92,676) | (92,676) | (92,676) | |||||
Share grants (in shares) | 15,000 | |||||||
Share grants | 248 | 248 | 248 | |||||
Distributions to noncontrolling interest | (5,114) | (5,114) | ||||||
Ending balance (in shares) at Jun. 30, 2018 | 237,643,781 | |||||||
Ending balance at Jun. 30, 2018 | 3,443,573 | $ 2,376 | 4,609,522 | 2,213,533 | (281) | (3,545,818) | 3,279,332 | 164,241 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net (loss) income | 47,202 | 45,805 | 45,805 | 1,397 | ||||
Other comprehensive income (loss) | 173 | 173 | 173 | |||||
Distributions | (92,681) | (92,681) | (92,681) | |||||
Share grants (in shares) | 105,800 | |||||||
Share grants | 1,679 | $ 1 | 1,678 | 1,679 | ||||
Share repurchases (in shares) | (18,681) | |||||||
Share repurchases | (315) | (315) | (315) | |||||
Distributions to noncontrolling interest | (5,151) | (5,151) | ||||||
Ending balance (in shares) at Sep. 30, 2018 | 237,730,900 | |||||||
Ending balance at Sep. 30, 2018 | $ 3,394,480 | $ 2,377 | 4,610,885 | 2,259,338 | (108) | (3,638,499) | 3,233,993 | 160,487 |
Beginning balance (in shares) at Dec. 31, 2018 | 237,729,900 | 237,729,900 | ||||||
Beginning balance at Dec. 31, 2018 | $ 3,179,870 | $ 2,377 | 4,611,419 | 2,140,796 | (266) | (3,731,214) | 3,023,112 | 156,758 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net (loss) income | 31,504 | 30,082 | 30,082 | 1,422 | ||||
Other comprehensive income (loss) | 66 | 66 | 66 | |||||
Distributions | (92,714) | (92,714) | (92,714) | |||||
Share grants | 215 | 215 | 215 | |||||
Distributions to noncontrolling interest | (5,503) | (5,503) | ||||||
Ending balance (in shares) at Mar. 31, 2019 | 237,729,900 | |||||||
Ending balance at Mar. 31, 2019 | $ 3,113,438 | $ 2,377 | 4,611,634 | 2,170,878 | (200) | (3,823,928) | 2,960,761 | 152,677 |
Beginning balance (in shares) at Dec. 31, 2018 | 237,729,900 | 237,729,900 | ||||||
Beginning balance at Dec. 31, 2018 | $ 3,179,870 | $ 2,377 | 4,611,419 | 2,140,796 | (266) | (3,731,214) | 3,023,112 | 156,758 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net (loss) income | (32,258) | |||||||
Other comprehensive income (loss) | $ 91 | |||||||
Ending balance (in shares) at Sep. 30, 2019 | 237,900,277 | 237,900,277 | ||||||
Ending balance at Sep. 30, 2019 | $ 2,968,222 | $ 2,379 | 4,612,264 | 2,104,259 | (175) | (3,895,248) | 2,823,479 | 144,743 |
Beginning balance (in shares) at Mar. 31, 2019 | 237,729,900 | |||||||
Beginning balance at Mar. 31, 2019 | 3,113,438 | $ 2,377 | 4,611,634 | 2,170,878 | (200) | (3,823,928) | 2,960,761 | 152,677 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net (loss) income | (35,816) | (37,229) | (37,229) | 1,413 | ||||
Other comprehensive income (loss) | 71 | 71 | 71 | |||||
Distributions | (35,659) | (35,659) | (35,659) | |||||
Share grants (in shares) | 15,000 | |||||||
Share grants | 395 | 395 | 395 | |||||
Share repurchases (in shares) | (4,139) | |||||||
Share repurchases | (36) | (36) | (36) | |||||
Distributions to noncontrolling interest | (5,684) | (5,684) | ||||||
Ending balance (in shares) at Jun. 30, 2019 | 237,740,761 | |||||||
Ending balance at Jun. 30, 2019 | 3,036,709 | $ 2,377 | 4,611,993 | 2,133,649 | (129) | (3,859,587) | 2,888,303 | 148,406 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net (loss) income | (27,946) | (29,390) | (29,390) | 1,444 | ||||
Other comprehensive income (loss) | (46) | (46) | (46) | |||||
Distributions | (35,661) | (35,661) | (35,661) | |||||
Share grants (in shares) | 187,500 | |||||||
Share grants | 532 | $ 2 | 530 | 532 | ||||
Share repurchases (in shares) | (27,984) | |||||||
Share repurchases | (259) | (259) | (259) | |||||
Distributions to noncontrolling interest | $ (5,107) | (5,107) | ||||||
Ending balance (in shares) at Sep. 30, 2019 | 237,900,277 | 237,900,277 | ||||||
Ending balance at Sep. 30, 2019 | $ 2,968,222 | $ 2,379 | $ 4,612,264 | $ 2,104,259 | $ (175) | $ (3,895,248) | $ 2,823,479 | $ 144,743 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Cash flows from operating activities: | ||
Net (loss) income | $ (32,258) | $ 409,596 |
Adjustments to reconcile net (loss) income to cash provided by operating activities: | ||
Depreciation and amortization | 219,522 | 214,300 |
Amortization of debt issuance costs and debt discounts and premiums | 4,592 | 4,579 |
Straight line rental income | (3,550) | (8,507) |
Amortization of acquired real estate leases and other intangible assets | (4,922) | (4,290) |
Loss on early extinguishment of debt | 17 | 22 |
Impairment of assets | 41,518 | 5,073 |
Gain on sale of properties | (21,893) | (261,916) |
Gains and losses on equity securities, net | 41,476 | (85,643) |
Other non-cash adjustments | (2,828) | (2,828) |
Equity in earnings of an investee | (617) | (882) |
Change in assets and liabilities: | ||
Other assets | (6,139) | (5,243) |
Accrued interest | 4,126 | 16,740 |
Other liabilities | (43,374) | 5,021 |
Net cash provided by operating activities | 195,670 | 286,022 |
Cash flows from investing activities: | ||
Real estate acquisitions and deposits | 0 | (129,493) |
Real estate improvements | (175,146) | (65,953) |
Proceeds from sale of properties, net | 50,355 | 332,389 |
Proceeds from sale of RMR Inc. common shares, net | 98,557 | 0 |
Net cash (used in) provided by investing activities | (26,234) | 136,943 |
Cash flows from financing activities: | ||
Proceeds from issuance of senior unsecured notes, net | 0 | 491,560 |
Proceeds from borrowings on revolving credit facility | 803,000 | 617,000 |
Repayments of borrowings on revolving credit facility | (353,000) | (1,018,000) |
Redemption of senior notes | (400,000) | 0 |
Repayment of other debt | (45,438) | (106,038) |
Loss on early extinguishment of debt settled in cash | 0 | (150) |
Payment of debt issuance costs | 0 | (4,296) |
Repurchase of common shares | (292) | (407) |
Distributions to noncontrolling interest | (16,294) | (15,932) |
Distributions to shareholders | (164,034) | (278,031) |
Net cash used in financing activities | (176,058) | (314,294) |
(Decrease) increase in cash and cash equivalents and restricted cash | (6,622) | 108,671 |
Cash and cash equivalents and restricted cash at beginning of period | 70,071 | 47,321 |
Cash and cash equivalents and restricted cash at end of period | 63,449 | 155,992 |
Supplemental cash flows information: | ||
Interest paid | 129,010 | 112,462 |
Income taxes paid | 452 | 439 |
Non-cash investing activities: | ||
Acquisitions funded by assumed debt | 0 | (44,386) |
Capitalized interest | 888 | 46 |
Non-cash financing activities: | ||
Assumption of mortgage notes payable | $ 0 | $ 44,386 |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Dec. 31, 2017 | ||
Statement of Cash Flows [Abstract] | ||||||
Cash and cash equivalents | $ 49,462 | $ 54,976 | $ 47,657 | |||
Restricted cash | 13,987 | [1] | 15,095 | 108,335 | [1] | |
Total cash and cash equivalents and restricted cash shown in the statements of cash flows | $ 63,449 | $ 70,071 | $ 155,992 | $ 47,321 | ||
[1] | Restricted cash consists of amounts escrowed for real estate taxes, insurance and capital expenditures at certain of our mortgaged properties, security deposits for residents of our managed senior living communities and cash held for the operations of our joint venture MOB. Restricted cash as of September 30, 2018 also includes proceeds from our sale of a senior living community in May 2018 that were being held in trust for our benefit to fund future acquisitions by us. |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying condensed consolidated financial statements of Senior Housing Properties Trust and its subsidiaries, or we, us, or our, are unaudited. Certain information and disclosures required by U.S. generally accepted accounting principles, or GAAP, for complete financial statements have been condensed or omitted. We believe the disclosures made are adequate to make the information presented not misleading. However, the accompanying condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes contained in our Annual Report on Form 10-K for the year ended December 31, 2018 , or our Annual Report. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair statement of results for the interim period have been included. All intercompany transactions and balances with or among our consolidated subsidiaries have been eliminated. Operating results for interim periods are not necessarily indicative of the results that may be expected for the full year. The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect reported amounts. Actual results could differ from those estimates. Significant estimates in our condensed consolidated financial statements include purchase price allocations, useful lives of fixed assets and impairments of real estate and intangible assets. We have made reclassifications to the financial statements of prior periods to conform to the current period presentation. These reclassifications had no effect on net income (loss) or equity. We have a joint venture arrangement with a sovereign investor for one of our properties ( two buildings) leased to medical providers, clinics, medical related business and biotech laboratory tenants, or MOBs, located in Boston, Massachusetts. The investor owns a 45% equity interest in the joint venture, and we own the remaining 55% equity interest in the joint venture. We have determined that this joint venture is a variable interest entity, or VIE, as defined under the Consolidation Topic of the Financial Accounting Standards Board, or FASB, Accounting Standards Codification. We concluded that we must consolidate this VIE because we have the power to direct the activities that most significantly impact the VIEās economic performance and we have the obligation to absorb losses of, and the right to receive benefits from, the VIE that could be significant to the VIE, and therefore are the primary beneficiary of the VIE. The assets of this VIE were $1,026,788 and $1,061,593 as of September 30, 2019 and December 31, 2018 , respectively, and consist primarily of the net real estate owned by the joint venture. The liabilities of this VIE were $706,021 and $714,226 as of September 30, 2019 and December 31, 2018 , respectively, and consist primarily of the debt securing the property. The sovereign investor's interest in this consolidated entity is reflected as noncontrolling interest in our condensed consolidated financial statements. See Note 7 for further information about this joint venture. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Changes and Error Corrections [Abstract] | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In February 2016, the FASB issued Accounting Standards Update, or ASU, No. 2016-02, Leases . In July 2018, the FASB issued ASU No. 2018-10, Codification Improvements to Topic 842, Leases and ASU No. 2018-11, Leases (Topic 842): Targeted Improvements . In December 2018, the FASB issued ASU No. 2018-20 Leases (Topic 842), Narrow-Scope Improvements for Lessors . Collectively, these standards set out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e., lessees and lessors). ASU No. 2016-02 requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase of the leased asset by the lessee. This classification will determine whether the lease expense is recognized based on an effective interest method or on a straight line basis over the term of the lease. ASU No. 2016-02 requires lessors to account for leases using an approach that is substantially equivalent to previous guidance for sales type leases, direct financing leases and operating leases. These standards were effective as of January 1, 2019. Upon adoption, we applied the package of practical expedients that has allowed us to not reassess (i) whether any expired or existing contracts are or contain leases, (ii) lease classification for any expired or existing leases and (iii) initial direct costs for any expired or existing leases. Furthermore, we applied the optional transition method in ASU No. 2018-11, which has allowed us to initially apply the new leases standard at the adoption date and recognize a cumulative effect adjustment to the opening balance of retained earnings in the adoption period, although we did not have an adjustment. Additionally, our leases met the criteria in ASU No. 2018-11 to not separate non-lease components from the related lease component; therefore, the accounting for these leases remained largely unchanged from the previous standard. The adoption of ASU No. 2016-02 and the related improvements did not have a material impact in our condensed consolidated financial statements. Upon adoption, (i) allowances for bad debts are recognized as a direct reduction of rental income, and (ii) legal costs associated with the execution of our leases, which were previously capitalized and amortized over the life of their respective leases, are expensed as incurred. Subsequent to January 1, 2019, provisions for credit losses are now included in rental income in our condensed consolidated financial statements. Provisions for credit losses prior to January 1, 2019 were previously included in property operating expenses in our condensed consolidated financial statements and prior periods were not reclassified to conform to the current presentation. We completed our assessment of predominance as it relates to our contracts with residents for housing services at properties leased to our taxable REIT subsidiaries, or TRSs, and have recognized revenue from these properties under ASC 606, Revenue from Contracts with Customers, which did not have any impact to the timing or amount of our revenue recognized. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326) : Measurement of Credit Losses on Financial Instruments , which requires that entities use a new forward-looking āexpected lossā model that generally will result in the earlier recognition of allowance for credit losses. The measurement of expected credit losses is based upon historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. ASU No. 2016-13 will be effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. We are currently assessing the potential impact the adoption of ASU No. 2016-13 will have in our condensed consolidated financial statements although lease related receivables are governed by the lease standards referred to above and are not subject to ASU No. 2016-13. We currently expect to adopt this standard using the modified retrospective approach. |
Real Estate Properties
Real Estate Properties | 9 Months Ended |
Sep. 30, 2019 | |
Real Estate [Abstract] | |
Real Estate Properties | Real Estate Properties As of September 30, 2019 , we owned 436 properties, including eight properties classified as held for sale, located in 41 states and Washington, D.C., including one MOB ( two buildings) owned in a joint venture arrangement in which we own a 55% equity interest. Impairment: We regularly evaluate our assets for indications of impairment. Impairment indicators may include declining tenant or resident occupancy, weak or declining profitability from the property, decreasing tenant cash flows or liquidity, our decision to dispose of an asset before the end of its estimated useful life, and legislative, market or industry changes that could permanently reduce the value of an asset. If indicators of impairment are present, we evaluate the carrying value of the affected assets by comparing it to the expected future undiscounted net cash flows to be generated from those assets. If the sum of these expected future net cash flows is less than the carrying value, we reduce the net carrying value of the asset to its estimated fair value. During the three and nine months ended September 30, 2019 , we recorded impairment charges of $7,062 and $15,385 , respectively, to adjust the carrying values of 16 senior living communities to their estimated fair value. These 16 senior living communities included 15 skilled nursing facilities, or SNFs, which were sold in September 2019. During the three and nine months ended September 30, 2019 , we also recorded impairment charges of $26,037 and $26,133 , respectively, for seven MOBs. Four of these MOBs were sold in June 2019 and three of these MOBs are classified as held for sale in our condensed consolidated balance sheet as of September 30, 2019. These impairment charges, in aggregate, are included in impairment of assets in our condensed consolidated statements of comprehensive income (loss). Dispositions: During the nine months ended September 30, 2019, we sold 33 properties for an aggregate sales price of $53,033 , excluding closing costs, as presented in the table below. The sales of these properties do not represent significant dispositions individually or in the aggregate, nor do they represent a strategic shift. As a result, the results of the operation of these properties are included in continuing operations through the date of sale of such property in our condensed consolidated statements of comprehensive income (loss). Date of Sale Location Type of Property Number of Properties Square Feet or Number of Units Sales Price (1) Gain (loss) on Sale February 2019 Florida MOB 1 60,396 sq. ft. $ 2,900 $ (69 ) March 2019 Massachusetts MOB 1 4,400 sq. ft. 75 (58 ) May 2019 (2) California SNF 3 278 units 21,500 15,207 May 2019 Colorado MOB 1 15,647 sq. ft. 2,590 1,035 June 2019 Massachusetts MOB 7 164,121 sq. ft. 8,042 1,590 July 2019 Massachusetts MOB 3 103,484 sq. ft. 4,955 2,332 August 2019 Massachusetts MOB 1 49,357 sq. ft. 2,221 812 September 2019 (2) Various SNF 15 964 units 8,000 ā September 2019 Massachusetts MOB 1 41,065 sq. ft. 2,750 1,044 33 $ 53,033 $ 21,893 (1) Sales price excludes closing costs. (2) Pursuant to the terms of our April 2019 transaction agreement, or the Transaction Agreement, with Five Star Senior Living Inc., or Five Star, the aggregate amount of monthly minimum rent payable to us by Five Star under our master leases with Five Star decreased from the sale of these SNFs, as they were previously leased by us to Five Star. See Note 10 for further information on the Transaction Agreement. As of September 30, 2019, we had four properties in our MOB segment and four senior living communities with an aggregate undepreciated carrying value of $136,231 classified as held for sale in our condensed consolidated balance sheet as of September 30, 2019. Subsequent to September 30, 2019, we sold four of these properties for an aggregate sales price of $58,000 , excluding closing costs. Date of Sale Location Type of Property Number of Properties Square Feet or Number of Units Sales Price (1) October 2019 South Dakota Independent Living/SNF 3 245 units $ 10,500 October 2019 New Jersey MOB 1 205,439 sq. ft. 47,500 4 $ 58,000 (1) Sales price excludes closing costs. During the nine months ended September 30, 2019, we recorded impairment charges of $2,661 to adjust the carrying value of two MOBs to their estimated sales price less estimated costs to sell. These two MOBs are classified as held for sale in our condensed consolidated balance sheet as of September 30, 2019. During the nine months ended September 30, 2019, we also recorded impairment charges of $6,344 to adjust the carrying value of one senior living community to its estimated fair value. These impairment charges, in aggregate, are included in impairment of assets in our condensed consolidated statements of comprehensive income (loss). As of November 6, 2019 , we have 40 properties under agreements to sell for an aggregate sales price of approximately $452,804 , excluding closing costs. These sales are subject to conditions; as a result, these sales may not occur, they may be delayed or their terms may change. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2019 | |
Leases [Abstract] | |
Leases | Leases We are a lessor of MOBs, senior living communities and wellness centers. Our leases provide our tenants with the contractual right to use and economically benefit from all of the premises demised under the leases; therefore, we have determined to evaluate our leases as lease arrangements. Certain of our leases provide for base rent payments and in addition may include variable payments. Rental income from operating leases, including any payments derived by index or market based indices, is recognized on a straight line basis over the lease term when we have determined that the collectability of substantially all of the lease payments is probable. Some of our leases have options to extend or terminate the lease exercisable at the option of our tenants, which are considered when determining the lease term. We do not include in our measurement of our lease receivables certain variable payments, including changes in the index or market based indices after the inception of the lease, certain tenant reimbursements and other income until the specific events that trigger the variable payments have occurred. We recognized such payments totaling $19,317 and $57,687 for the three and nine months ended September 30, 2019 , respectively. Certain of our leases contain non-lease components, such as property level operating expenses and capital expenditures reimbursed by our tenants as well as other required lease payments. We have determined that all of our leases qualify for the practical expedient to not separate the lease and non-lease components because (i) the lease components are operating leases and (ii) the timing and pattern of recognition of the non-lease components are the same as those of the lease components. We apply Accounting Standards Codification Topic 842, Leases, to the combined component. Income derived by our leases is recorded in rental income in our condensed consolidated statements of comprehensive income (loss). Certain tenants are obligated to pay directly their obligations under their leases for insurance, real estate taxes and certain other expenses. These obligations, which have been assumed by the tenants under the terms of their respective leases, are not reflected in our condensed consolidated financial statements. To the extent any tenant responsible for any such obligations under the applicable lease defaults on such lease or if it is deemed probable that the tenant will fail to pay for such obligations, we would record a liability for such obligations. The following table presents our operating lease maturity analysis, excluding properties classified as held for sale, as of September 30, 2019: Year Amount 2019 $ 120,834 2020 345,614 2021 326,492 2022 304,787 2023 280,151 Thereafter 1,201,059 Total $ 2,578,937 Right of Use Asset and Lease Liability . For leases where we are the lessee, we recognized a right of use asset and a lease liability equal to the present value of the minimum lease payments with rental payments being applied to the lease liability and the right of use asset being amortized over the term of the lease. The adoption of this standard resulted in an increase in total assets and liabilities of $4,507 . The right of use asset and related lease liability are included within other assets, net and other liabilities, respectively, in our condensed consolidated balance sheets. In addition, we lease equipment at certain of our managed senior living communities. These leases are short term in nature, are cancelable with no fee or do not result in an annual expense in excess of our capitalization policy and, as a result, will not be recorded in our condensed consolidated balance sheets. |
Indebtedness
Indebtedness | 9 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
Indebtedness | Indebtedness Our principal debt obligations at September 30, 2019 were: (1) outstanding borrowings under our $1,000,000 unsecured revolving credit facility; (2) $1,850,000 outstanding principal amount of senior unsecured notes; (3) $550,000 outstanding principal amount under two term loans; and (4) $690,022 aggregate principal amount of mortgages (excluding premiums, discounts and net debt issuance costs) secured by 10 properties. These 10 mortgaged properties had a carrying value (before accumulated depreciation) of $969,501 at September 30, 2019 . We also had two properties subject to capital leases with lease obligations totaling $9,120 at September 30, 2019 ; these two properties had a carrying value (before accumulated depreciation) of $35,823 at September 30, 2019 , and the capital leases expire in 2026. We have a $1,000,000 unsecured revolving credit facility that is available for general business purposes, including acquisitions. The maturity date of our revolving credit facility is January 15, 2022, and, subject to the payment of an extension fee and meeting other conditions, we have the option to extend the maturity date of the facility for an additional year. Our revolving credit facility provides that we can borrow, repay and re-borrow funds available under our revolving credit facility until maturity, and no principal repayment is due until maturity. Our revolving credit facility requires interest to be paid on borrowings at the annual rate of LIBOR plus a premium of 120 basis points, plus a facility fee of 25 basis points per annum on the total amount of lending commitments under the facility. The interest rate premium and facility fee are each subject to adjustment based upon changes to our credit ratings. The facility also includes a feature pursuant to which in certain circumstances maximum borrowings under the facility may be increased to up to $2,000,000 . As of September 30, 2019 , the annual interest rate payable on borrowings under our revolving credit facility was 3.1% . The weighted average annual interest rates for borrowings under our revolving credit facility were 3.5% and 3.2% for the three months ended September 30, 2019 and 2018 , respectively, and 3.5% and 2.9% for the nine months ended September 30, 2019 and 2018 , respectively. As of September 30, 2019 , we had $589,000 outstanding and $411,000 available for borrowing, and as of November 6, 2019 , we had $517,000 outstanding and $483,000 available for borrowing under our revolving credit facility. We have a $350,000 term loan that matures in January 2020 and is prepayable without penalty at any time. This term loan requires interest to be paid at the annual rate of LIBOR plus a premium of 140 basis points that is subject to adjustment based upon changes to our credit ratings. At September 30, 2019 , the annual interest rate payable on amounts outstanding under this term loan was 3.5% . The weighted average annual interest rate for amounts outstanding under this term loan was 3.7% and 3.5% for the three months ended September 30, 2019 and 2018 , respectively, and 3.9% and 3.3% for the nine months ended September 30, 2019 and 2018 , respectively. This term loan includes an accordion feature under which maximum borrowings may be increased to up to $700,000 in certain circumstances. We have a $200,000 term loan that matures in September 2022 and is prepayable without penalty at any time. This term loan requires interest to be paid at the annual rate of LIBOR plus a premium of 135 basis points that is subject to adjustment based upon changes to our credit ratings. At September 30, 2019 , the annual interest rate payable on amounts outstanding under this term loan was 3.4% . The weighted average annual interest rate for amounts outstanding under this term loan was 3.6% and 3.5% for the three months ended September 30, 2019 and 2018 , respectively, and 3.8% and 3.3% for the nine months ended September 30, 2019 and 2018 , respectively. This term loan includes an accordion feature under which maximum borrowings may be increased to up to $400,000 in certain circumstances. In May 2019, we redeemed at par all of our outstanding 3.25% senior notes due 2019 for a redemption price equal to the principal amount of $400,000 , plus accrued and unpaid interest of $6,500 . We funded this redemption with cash on hand and borrowings under our revolving credit facility. Also in May 2019, we prepaid, at par plus accrued interest, a mortgage note secured by four of our senior living communities with an outstanding principal balance of approximately $42,211 , a maturity date in July 2019 and an annual interest rate of 3.79% . As a result of this prepayment, we recorded a loss on early extinguishment of debt of $17 for the nine months ended September 30, 2019 . We prepaid this mortgage using cash on hand and borrowings under our revolving credit facility. Our revolving credit facility and term loan agreements and our senior unsecured notes indentures and their supplements provide for acceleration of payment of all amounts due thereunder upon the occurrence and continuation of certain events of default, such as, in the case of our revolving credit facility and term loan agreements, a change of control of us, as defined, which includes The RMR Group LLC, or RMR LLC, ceasing to act as our business and property manager. Our revolving credit facility and term loan agreements and our senior unsecured notes indentures and their supplements also contain covenants, including those that restrict our ability to incur debts, and generally require us to maintain certain financial ratios, and our revolving credit facility and term loan agreements restrict our ability to make distributions under certain circumstances. We believe we were in compliance with the terms and conditions of the respective covenants under our revolving credit facility and term loan agreements and our senior unsecured notes indentures and their supplements at September 30, 2019 |
Fair Value of Assets and Liabil
Fair Value of Assets and Liabilities | 9 Months Ended |
Sep. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Assets and Liabilities | Fair Value of Assets and Liabilities The following table presents certain of our assets and liabilities that are measured at fair value at September 30, 2019 , categorized by the level of inputs as defined in the fair value hierarchy under GAAP, used in the valuation of each asset or liability. Fair Value at Reporting Date Using Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs Description Total (Level 1) (Level 2) (Level 3) Recurring Fair Value Measurements Assets: Investment in Five Star (1) $ 1,993 $ 1,993 $ ā $ ā Non-Recurring Fair Value Measurements Assets: Real estate properties held for sale (2) $ 63,458 $ ā $ 63,458 $ ā Real estate properties at fair value (3) $ 1,098 $ ā $ ā $ 1,098 (1) Our 423,500 shares of Five Star common stock are included in other assets, net in our condensed consolidated balance sheets, and are reported at fair value, which is based upon quoted market prices (Level 1 inputs). Our adjusted cost basis for these shares is $6,353 as of September 30, 2019 . During the three and nine months ended September 30, 2019 , we recorded an unrealized gain of $40 and an unrealized loss of $40 , respectively, which are included in gains and losses on equity securities, net in our condensed consolidated statements of comprehensive income (loss), to adjust the carrying value of our investment in Five Star common shares to their fair value. See Note 12 for further information about our investment in Five Star. (2) We have assets in our condensed consolidated balance sheets that are measured at fair value on a nonrecurring basis. During the nine months ended September 30, 2019, we recorded impairment charges of $26,037 to reduce the carrying value of three MOBs that are classified as held for sale to their estimated sales price, based on a purchase and sale agreement that we have entered into with third party buyers for these MOBs , less estimated costs to sell, of $63,458 . See Note 3 for further information about impairment charges and these and other properties we have classified as held for sale. (3) We recorded impairment charges of $6,344 to reduce the carrying value of one senior living community to its estimated fair value of $1,098 based on a third party offer. The valuation techniques and significant unobservable inputs used in the valuation of this property are considered Level 3 inputs as defined in the fair value hierarchy under GAAP. In addition to the assets and liabilities described in the tables above, our financial instruments at September 30, 2019 and December 31, 2018 included cash and cash equivalents, restricted cash, other assets, our revolving credit facility, term loans, senior unsecured notes, secured debt and capital leases and other unsecured obligations and liabilities. The fair values of these financial instruments approximated their carrying values in our condensed consolidated financial statements as of such dates, except as follows: As of September 30, 2019 As of December 31, 2018 Description Carrying Amount (1) Estimated Fair Value Carrying Amount (1) Estimated Fair Value Senior unsecured notes $ 1,819,802 $ 1,885,545 $ 2,216,945 $ 2,138,202 Secured debts (2) 698,695 708,513 744,186 723,003 $ 2,518,497 $ 2,594,058 $ 2,961,131 $ 2,861,205 (1) Includes unamortized debt issuance costs, premiums and discounts. (2) We assumed certain of these secured debts in connection with our acquisition of certain properties. We recorded the assumed mortgage notes at estimated fair value on the date of acquisition and we are amortizing the fair value adjustments, if any, to interest expense over the respective terms of the mortgage notes to adjust interest expense to the estimated market interest rates as of the date of acquisition. We estimated the fair value of our two issuances of senior unsecured notes due 2042 and 2046 based on the closing price on The Nasdaq Stock Market LLC, or Nasdaq, (a Level 1 input) as of September 30, 2019 . We estimated the fair values of our four issuances of senior unsecured notes due 2020, 2021, 2024 and 2028 using an average of the bid and ask price on Nasdaq on or about September 30, 2019 (Level 2 inputs as defined in the fair value hierarchy under GAAP). We estimated the fair values of our secured debts by using discounted cash flows analyses and currently prevailing market terms as of the measurement date (Level 3 inputs as defined in the fair value hierarchy under GAAP). Because Level 3 inputs are unobservable, our estimated fair values may differ materially from the actual fair values. Realized and unrealized gains and losses for our equity securities for the three and nine months ended September 30, 2019 and 2018 were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Realized gains and losses on equity securities sold (1) $ ā $ ā $ (41,436 ) $ ā Unrealized gains and losses on equity securities held 40 35,137 (40 ) 85,643 Gains and losses on equity securities, net $ 40 $ 35,137 $ (41,476 ) $ 85,643 (1) See Note 12 for further information about our former investment in The RMR Group Inc., or RMR Inc. |
Noncontrolling Interest
Noncontrolling Interest | 9 Months Ended |
Sep. 30, 2019 | |
Noncontrolling Interest [Abstract] | |
Noncontrolling Interest | Noncontrolling Interest We have a joint venture arrangement with a sovereign investor for one of our MOBs ( two buildings) located in Boston, Massachusetts. The investor owns a 45% equity interest in the joint venture, and we own the remaining 55% equity interest in the joint venture. We continue to control this property and therefore continue to account for this property on a consolidated basis in our condensed consolidated financial statements under the VIE model. The portion of the joint venture's net income and comprehensive income not attributable to us, or $1,444 and $1,397 for the three months ended September 30, 2019 and 2018 , respectively, and $4,279 and $4,181 for the nine months ended September 30, 2019 and 2018 , respectively, is reported as noncontrolling interest in our condensed consolidated statements of comprehensive income (loss). We made aggregate cash distributions to our joint venture partner of $5,107 and $5,151 for the three months ended September 30, 2019 and 2018 , respectively, and $16,294 and $15,932 for the nine months ended September 30, 2019 and 2018 , respectively, which are reflected as a decrease in total equity attributable to noncontrolling interest in our condensed consolidated balance sheets. As of September 30, 2019 , this joint venture held real estate assets with an aggregate net book value of $730,234 , subject to mortgage notes of $620,000 . In assessing whether we have a controlling interest in this joint venture arrangement and are required to consolidate the accounts of the joint venture entity, we considered the members' rights to residual gains and obligations to absorb losses, which activities most significantly impact the economic performance of the entity and which member has the power to direct those activities. |
Shareholders' Equity
Shareholders' Equity | 9 Months Ended |
Sep. 30, 2019 | |
Stockholders' Equity Note [Abstract] | |
Shareholders' Equity | Shareholdersā Equity Share Awards: On May 21, 2019, in accordance with our Trustee compensation arrangements, we granted 3,000 of our common shares, valued at $7.95 per share, the closing price of our common shares on Nasdaq on that day, to each of our five Trustees as part of their annual compensation. On September 18, 2019, we granted an aggregate of 187,500 of our common shares, valued at $8.71 per share, the closing price of our common shares on Nasdaq on that day, to our officers and certain other employees of RMR LLC under our equity compensation plan. Share Purchases: On April 5, 2019, we purchased 3,529 of our common shares, valued at $9.47 per share, the closing price of our common shares on Nasdaq on that day, from a former employee of RMR LLC in satisfaction of tax withholding and payment obligations in connection with the vesting of awards of our common shares. On July 3, 2019, we purchased 2,912 of our common shares, valued at $8.64 per share, the closing price of our common shares on Nasdaq on that day, from a former employee of RMR LLC in satisfaction of tax withholding and payment obligations in connection with the vesting of awards of our common shares. On September 25, 2019, we purchased an aggregate of 25,072 of our common shares, valued at $9.33 per share, the closing price of our common shares on Nasdaq on that day, from our officers and other employees of RMR LLC in satisfaction of tax withholding and payment obligations in connection with the vesting of awards of our common shares. Distributions: During the nine months ended September 30, 2019, we declared and paid quarterly distributions to common shareholders as follows: Record Date Payment Date Distribution Per Share Total Distributions January 28, 2019 February 21, 2019 $0.39 $92,714 April 29, 2019 May 16, 2019 $0.15 $35,659 July 29, 2019 August 15, 2019 $0.15 $35,661 On October 17, 2019, we declared a regular quarterly distribution payable to common shareholders of record on October 28, 2019, of $0.15 per share, or approximately $35,685 . We expect to pay this distribution on or about November 14, 2019. |
Segment Reporting
Segment Reporting | 9 Months Ended |
Sep. 30, 2019 | |
Segment Reporting [Abstract] | |
Segment Reporting | Segment Reporting We have four operating segments, of which three are separate reporting segments. We aggregate the reporting units in each of our MOBs, our triple net leased senior living communities and our managed senior living communities into three reporting segments, based on their similar operating and economic characteristics. The first reporting segment includes MOBs where the tenants pay us rent. The second reporting segment includes triple net leased senior living communities that provide short term and long term residential care and other services for residents and from which we receive rents from the operators. The third reporting segment includes managed senior living communities that provide short term and long term residential care and other services for residents where we pay fees to the operator to manage the communities for our account. Our fourth segment includes all of our other operations, including certain properties that offer wellness, fitness and spa services to members and with respect to which we receive rents from operators, which we do not consider to be sufficiently material to constitute a separate reporting segment. For the Three Months Ended September 30, 2019 MOBs Triple Net Leased Senior Living Communities Managed Senior Living Communities All Other Operations Consolidated Revenues: Rental income $ 100,010 $ 43,326 $ ā $ 4,675 $ 148,011 Residents fees and services ā ā 107,816 ā 107,816 Total revenues 100,010 43,326 107,816 4,675 255,827 Expenses: Property operating expenses 34,184 ā 90,899 ā 125,083 Depreciation and amortization 33,801 21,976 16,644 947 73,368 General and administrative ā ā ā 9,604 9,604 Acquisition and certain other transaction related costs ā ā ā 2,492 2,492 Impairment of assets 26,037 7,062 ā ā 33,099 Total expenses 94,022 29,038 107,543 13,043 243,646 Gain on sale of properties 4,183 ā ā ā 4,183 Gains and losses on equity securities, net ā ā ā 40 40 Interest and other income ā ā ā 238 238 Interest expense (6,239 ) (166 ) (420 ) (37,992 ) (44,817 ) Income (loss) from continuing operations before income tax benefit and equity in earnings of an investee 3,932 14,122 (147 ) (46,082 ) (28,175 ) Income tax benefit ā ā ā 146 146 Equity in earnings of an investee ā ā ā 83 83 Net income (loss) 3,932 14,122 (147 ) (45,853 ) (27,946 ) Net income attributable to noncontrolling interest (1,444 ) ā ā ā (1,444 ) Net income (loss) attributable to common shareholders $ 2,488 $ 14,122 $ (147 ) $ (45,853 ) $ (29,390 ) For the Nine Months Ended September 30, 2019 MOBs Triple Net Leased Senior Living Communities Managed Senior Living Communities All Other Operations Consolidated Revenues: Rental income $ 307,616 $ 137,683 $ ā $ 14,050 $ 459,349 Residents fees and services ā ā 324,767 ā 324,767 Total revenues 307,616 137,683 324,767 14,050 784,116 Expenses: Property operating expenses 98,886 ā 263,612 ā 362,498 Depreciation and amortization 104,939 62,855 48,887 2,841 219,522 General and administrative ā ā ā 28,287 28,287 Acquisition and certain other transaction related costs ā ā ā 11,209 11,209 Impairment of assets 26,133 15,385 ā ā 41,518 Total expenses 229,958 78,240 312,499 42,337 663,034 Gain on sale of properties 6,686 15,207 ā ā 21,893 Dividend income ā ā ā 1,846 1,846 Gains and losses on equity securities, net ā ā ā (41,476 ) (41,476 ) Interest and other income ā ā ā 590 590 Interest expense (18,257 ) (574 ) (1,970 ) (116,039 ) (136,840 ) Loss on early extinguishment of debt ā ā (17 ) ā (17 ) Income (loss) from continuing operations before income tax benefit and equity in earnings of an investee 66,087 74,076 10,281 (183,366 ) (32,922 ) Income tax benefit ā ā ā 47 47 Equity in earnings of an investee ā ā ā 617 617 Net income (loss) 66,087 74,076 10,281 (182,702 ) (32,258 ) Net income attributable to noncontrolling interest (4,279 ) ā ā ā (4,279 ) Net income (loss) attributable to common shareholders $ 61,808 $ 74,076 $ 10,281 $ (182,702 ) $ (36,537 ) As of September 30, 2019 MOBs Triple Net Leased Senior Living Communities Managed Senior Living Communities All Other Operations Consolidated Total assets $ 3,255,596 $ 1,924,780 $ 1,455,535 $ 281,079 $ 6,916,990 For the Three Months Ended September 30, 2018 MOBs Triple Net Leased Senior Living Communities Managed Senior Living Communities All Other Operations Consolidated Revenues: Rental income $ 104,492 $ 64,538 $ ā $ 4,618 $ 173,648 Residents fees and services ā ā 105,321 ā 105,321 Total revenues 104,492 64,538 105,321 4,618 278,969 Expenses: Property operating expenses 32,652 ā 83,335 ā 115,987 Depreciation and amortization 35,223 20,148 15,341 949 71,661 General and administrative ā ā ā 31,032 31,032 Acquisition and certain other transaction related costs ā ā ā 51 51 Impairment of assets ā 4,525 ā ā 4,525 Total expenses 67,875 24,673 98,676 32,032 223,256 Dividend income ā ā ā 660 660 Gains and losses on equity securities, net ā ā ā 35,137 35,137 Interest and other income ā ā ā 248 248 Interest expense (6,172 ) (327 ) (997 ) (37,920 ) (45,416 ) Gain on early extinguishment of debt ā 76 32 ā 108 Income (loss) from continuing operations before income tax expense and equity in earnings of an investee 30,445 39,614 5,680 (29,289 ) 46,450 Income tax expense ā ā ā (79 ) (79 ) Equity in earnings of an investee ā ā ā 831 831 Net income (loss) 30,445 39,614 5,680 (28,537 ) 47,202 Net income attributable to noncontrolling interest (1,397 ) ā ā ā (1,397 ) Net income (loss) attributable to common shareholders $ 29,048 $ 39,614 $ 5,680 $ (28,537 ) $ 45,805 For the Nine Months Ended September 30, 2018 MOBs Triple Net Leased Senior Living Communities Managed Senior Living Communities All Other Operations Consolidated Revenues: Rental income $ 309,497 $ 198,626 $ ā $ 13,838 $ 521,961 Residents fees and services ā ā 309,981 ā 309,981 Total revenues 309,497 198,626 309,981 13,838 831,942 Expenses: Property operating expenses 94,773 ā 239,368 ā 334,141 Depreciation and amortization 105,934 60,529 44,993 2,844 214,300 General and administrative ā ā ā 85,228 85,228 Acquisition and certain other transaction related costs ā ā ā 138 138 Impairment of assets ā 5,073 ā ā 5,073 Total expenses 200,707 65,602 284,361 88,210 638,880 Gain on sale of properties ā 261,916 ā ā 261,916 Dividend income ā ā ā 1,978 1,978 Gains and losses on equity securities, net ā ā ā 85,643 85,643 Interest and other income ā ā ā 362 362 Interest expense (18,194 ) (1,463 ) (3,580 ) (110,544 ) (133,781 ) Gain (loss) on early extinguishment of debt ā 76 (98 ) ā (22 ) Income (loss) from continuing operations before income tax expense and equity in earnings of an investee 90,596 393,553 21,942 (96,933 ) 409,158 Income tax expense ā ā ā (444 ) (444 ) Equity in earnings of an investee ā ā ā 882 882 Net income (loss) 90,596 393,553 21,942 (96,495 ) 409,596 Net income attributable to noncontrolling interest (4,181 ) ā ā ā (4,181 ) Net income (loss) attributable to common shareholders $ 86,415 $ 393,553 $ 21,942 $ (96,495 ) $ 405,415 As of December 31, 2018 MOBs Triple Net Leased Senior Living Communities Managed Senior Living Communities All Other Operations Consolidated Total assets $ 3,344,581 $ 2,044,939 $ 1,395,657 $ 375,249 $ 7,160,426 |
Leases and Management Agreement
Leases and Management Agreements with Five Star | 9 Months Ended |
Sep. 30, 2019 | |
Risks and Uncertainties [Abstract] | |
Leases and Management Agreements with Five Star | Leases and Management Agreements with Five Star We are Five Starās largest landlord and Five Star is our largest tenant. As of September 30, 2019 and 2018 , we leased 166 and 184 senior living communities to Five Star, respectively. We lease senior living communities to Five Star pursuant to five master leases. Five Star also manages senior living communities for our account pursuant to management and pooling agreements under which Five Star earns management fees. As of September 30, 2019 and 2018 , Five Star managed 77 and 75 senior living communities, respectively, for our account. Five Star had previously announced that a substantial doubt existed regarding its ability to continue as a going concern because of, among other things: challenging current senior living industry conditions had and may continue to negatively impact Five Starās operating results; Five Star had incurred recurring operating losses in each of the last three fiscal years; Five Star did not expect to be able to pay its full rent obligations in the first quarter of 2019 absent rent relief from us; and Five Starās credit facility was fully drawn and scheduled to expire on June 28, 2019. On April 1, 2019, we entered into the Transaction Agreement, pursuant to which we agreed to modify our existing business arrangements with Five Star, subject to certain conditions and the receipt of various approvals, as further described below. In addition, in June 2019, Five Star amended and extended the term of its credit facility. In August 2019, Five Star announced that, even though the challenging conditions in the senior living industry continue to exist, it believes that there no longer exists a substantial doubt about its ability to continue as a going concern as a result of actions it has taken since March 31, 2019. We cannot be sure whether the transactions contemplated by the Transaction Agreement will be completed or whether Five Star will be able to continue as a going concern. The April 2019 Transaction Agreement with Five Star . Among other things, the Transaction Agreement provides that, subject to the satisfaction of certain conditions, effective January 1, 2020 (or January 1, 2021 if extended under the Transaction Agreement), or the Conversion Time: ā¢ our five existing master leases with Five Star for all of our senior living communities that are leased by Five Star, as well as our existing management agreements and pooling agreements with Five Star for our senior living communities that are operated by Five Star, will be terminated and replaced, or the Conversion, with new management agreements for all of these senior living communities, or collectively, the New Management Agreements; ā¢ Five Star will issue to us such number of Five Star common shares as is necessary to cause us to own, when considered together with our then owned Five Star common shares, approximately 34% of the then outstanding Five Star common shares, and enable us to declare a pro rata distribution to holders of our common shares of beneficial interest of the right to receive, and Five Star will issue on a pro rata basis to such holders, a number of Five Star common shares which equals approximately 51% of the then outstanding Five Star common shares, or, together, the Five Star Share Issuances; the noted percentage ownership amounts are post-issuance, giving effect to the Five Star Share Issuances; and ā¢ as consideration for the Five Star Share Issuances, we will provide to Five Star $75,000 of additional consideration, or, collectively with the Conversion and the Five Star Share Issuances, the Five Star Restructuring Transactions. Pursuant to the Transaction Agreement: (1) commencing February 1, 2019, the aggregate amount of monthly minimum rent payable to us by Five Star under our master leases with Five Star was set at $11,000 , as of February 1, 2019, subject to adjustment, and no additional rent is payable to us by Five Star from such date to the Conversion Time; and (2) on April 1, 2019, we purchased from Five Star $49,155 of unencumbered Qualifying PP&E (as defined in the Transaction Agreement) related to our senior living communities leased and operated by Five Star, which amount remains subject to possible additional adjustment but will not exceed $60,000 . Subsequent to our entering into the Transaction Agreement on April 1, 2019, the aggregate amount of monthly minimum rent payable to us by Five Star under our master leases with Five Star was reduced pursuant to the Transaction Agreement to $10,815 as of September 30, 2019, as a result of dispositions, and remains subject to further adjustment. At its annual meeting of stockholders held on June 11, 2019, Five Starās stockholders approved the Five Star Share Issuances. The Five Star Restructuring Transactions remain subject to conditions, including, among others: (1) the receipt of all Required Licenses (as defined in the Transaction Agreement) and any other third party consent or approval required for the consummation of the Five Star Restructuring Transactions; (2) the effectiveness of the registration statement on Form S-1 filed by Five Star on September 27, 2019 with the Securities and Exchange Commission, or SEC, to register the Five Star common shares to be issued pursuant to the Transaction Agreement; and (3) approval by Nasdaq of the listing of the Five Star common shares to be issued pursuant to the Transaction Agreement, subject to official notice of issuance. If any required approval is not obtained by December 31, 2019, and the failure to obtain such approval is not the result of a breach or default by Five Star under the Transaction Agreement, we and Five Star have agreed to work in good faith to determine an alternative to allow the Restructuring Transactions to occur on January 1, 2020; provided we are not required to agree to any alternative that would adversely affect our qualification for taxation as a real estate investment trust, or REIT, under the Internal Revenue Code of 1986, as amended. If we and Five Star do not agree to any such alternative, and, as of January 1, 2020, the failure to obtain a required approval is the only remaining condition under the Transaction Agreement, the Conversion Time will be automatically extended to January 1, 2021. Pursuant to the Transaction Agreement, since Five Starās stockholders approved the Five Star Share Issuance, monthly minimum rent payable by Five Star to us under our existing master leases with Five Star will remain at the reduced amount, subject to further adjustment, regardless of whether the Transaction Agreement is extended and/or is terminated. Five Star has agreed to expand its board of directors within six months following the Conversion Time to add an independent director (as defined in Five Starās bylaws) reasonably satisfactory to us. Pursuant to the New Management Agreements, Five Star will receive a management fee equal to 5% of the gross revenues realized at the applicable senior living communities plus reimbursement for its direct costs and expenses related to such communities, as well as an annual incentive fee equal to 15% of the amount by which the annual earnings before interest, taxes, depreciation and amortization, or EBITDA, of all communities on a combined basis exceeds the target EBITDA for all communities on a combined basis for such calendar year, provided that in no event shall the incentive fee be greater than 1.5% of the gross revenues realized at all communities on a combined basis for such calendar year. The New Management Agreements provide for 15 year terms, subject to Five Starās right to extend for two consecutive five year terms if it achieves certain performance targets for the combined managed communities portfolio. The New Management Agreements also provide us with the right to terminate the New Management Agreement for any community that does not earn 90% of the target EBITDA for such community for two consecutive calendar years or in any two of three consecutive calendar years, with the measurement period commencing January 1, 2021 (and the first termination not possible until the beginning of calendar year 2023), provided we may not in any calendar year terminate communities representing more than 20% of the combined revenues for all communities for the calendar year prior to such termination. In connection with the Transaction Agreement, we entered into a credit agreement with Five Star, pursuant to which we extended to Five Star a $25,000 line of credit, or the Five Star credit facility. The Five Star credit facility matures on January 1, 2020, or January 1, 2021 if the Conversion Time is extended pursuant to the Transaction Agreement. The Five Star credit facility provides for interest to be paid on borrowed amounts at a rate of 6% per year and is secured by real estate mortgages on six senior living communities owned by certain of Five Starās subsidiaries that guarantee Five Starās obligations under the Five Star credit facility, and certain personal property owned by those and certain other Five Star subsidiaries. The Five Star credit facility provides for acceleration of payment of all amounts outstanding under the Five Star credit facility upon the occurrence and continuation of certain events of default, including a default by Five Star under the Transaction Agreement and certain other agreements. The agreement governing the Five Star credit facility contains covenants, including those that restrict Five Starās ability to incur debt or to pay dividends or make other distributions to its stockholders in certain circumstances. As of November 6, 2019, Five Star has not made any borrowings under the Five Star credit facility. We determined that the Five Star Restructuring Transactions constituted a reconsideration event requiring us to assess whether we held a controlling financial interest in Five Star. As a result of this assessment, we determined that Five Star is a VIE as of the signing of the Transaction Agreement. We determined not to consolidate Five Star in our condensed consolidated financial statements, as we do not have the power to direct the activities of Five Star that most significantly impact Five Starās economic performance and therefore are not the primary beneficiary of Five Star. Our Senior Living Communities Leased by Five Star . We recognized rental income payable by Five Star of $32,738 and $51,757 for the three months ended September 30, 2019 and 2018 , respectively, and $105,451 and $155,207 for the nine months ended September 30, 2019 and 2018 , respectively. Rental income for the nine months ended September 30, 2019 includes $538 of variable payments we received from Five Star. Rental income for the three and nine months ended September 30, 2018 excludes $1,386 and $4,050 , respectively, of variable payments we received from Five Star. We record variable payments we receive from Five Star as deferred rental income, and we recognize any variable payments when the contingencies for those payments have been met. As of September 30, 2019 and December 31, 2018 , we had net receivables from Five Star of $17,045 and $18,697 , respectively, which amounts are included in other assets, net in our condensed consolidated balance sheets. Rental income from Five Star represented 12.8% and 13.4% of our total revenues for the three and nine months ended September 30, 2019 , respectively. The properties Five Star leases from us represented 27.0% , excluding properties held for sale, if any, of our real estate investments, at cost, as of September 30, 2019 . Pursuant to the terms of our leases with Five Star, for the nine months ended September 30, 2018 , we funded $14,749 of improvements to communities leased to Five Star. As a result, the amount of annual minimum rent payable to us by Five Star increased by approximately $1,177 , as of September 30, 2018 . Pursuant to the Transaction Agreement, the $97,480 of improvements to communities leased to Five Star, including $49,155 of fixed assets and improvements that were purchased pursuant to the Transaction Agreement as discussed above, that we funded during the nine months ended September 30, 2019 did not result in increased rent payable by Five Star. During the nine months ended September 30, 2019, we and Five Star have sold to third parties 18 SNFs that we owned and leased to Five Star for an aggregate sales price of approximately $ 29,500 , excluding closing costs. As a result of these sales, the aggregate amount of monthly minimum rent payable to us by Five Star under our master leases with Five Star was reduced pursuant to the Transaction Agreement. See Note 3 for further information regarding these dispositions. Our Senior Living Communities Managed by Five Star . Five Star manages certain senior living communities that we lease to our TRSs. As described above, pursuant to the Transaction Agreement, we have agreed to replace our long term management and pooling agreements with Five Star with new management agreements effective January 1, 2020 (or January 1, 2021 if the Conversion Time is extended under the Transaction Agreement), subject to certain conditions and the receipt of various approvals. We incurred management fees payable to Five Star of $3,832 and $3,666 for the three months ended September 30, 2019 and 2018 , respectively, and $11,492 and $10,694 for the nine months ended September 30, 2019 and 2018 , respectively. These amounts are included in property operating expenses or have been capitalized, as appropriate, in our condensed consolidated financial statements. The following table presents residents fees and services revenue disaggregated by type of contract and payer: Revenue from contracts with customers: Three Months Ended September 30, 2019 Nine Months Ended September 30, 2019 Basic housing and support services $ 88,623 $ 265,117 Medicare and Medicaid programs 6,902 23,333 Private pay and other third party payer SNF services 12,291 36,317 Total residents fees and services $ 107,816 $ 324,767 Five Star also provides certain other services directly to residents at some of the senior living communities it manages for our account, such as rehabilitation services. At senior living communities Five Star manages for us where Five Star provides rehabilitation services on an outpatient basis, the residents, third party payers or government programs pay Five Star directly for those rehabilitation services. At senior living communities Five Star manages for us where Five Star provides both inpatient and outpatient rehabilitation services, we generally pay Five Star for these services and charges for these services are included in amounts charged to residents, third party payers or government programs. We incurred fees payable to Five Star of $1,478 and $1,584 for the three months ended September 30, 2019 and 2018 , respectively, and $4,666 and $4,944 for the nine months ended September 30, 2019 and 2018 , respectively, for rehabilitation services Five Star provided at senior living communities it manages for us; we include these amounts in property operating expenses in our condensed consolidated statements of comprehensive income (loss). |
Business and Property Managemen
Business and Property Management Agreements with RMR LLC | 9 Months Ended |
Sep. 30, 2019 | |
Related Party Transactions [Abstract] | |
Business and Property Management Agreements with RMR LLC | Business and Property Management Agreements with RMR LLC We have no employees. The personnel and various services we require to operate our business are provided to us by RMR LLC. We have two agreements with RMR LLC to provide management services to us: (1) a business management agreement, which relates to our business generally; and (2) a property management agreement, which relates to the property level operations of our properties that are not senior living communities or wellness centers. Pursuant to our business management agreement with RMR LLC, we recognized net business management fees of $6,616 and $28,306 for the three months ended September 30, 2019 and 2018 , respectively, and $20,917 and $78,119 for the nine months ended September 30, 2019 and 2018 , respectively. The net business management fees we recognized for the three and nine months ended September 30, 2019 include $725 and $2,175 , respectively, of management fees related to our subsidiary level management agreement with RMR LLC with respect to our joint venture arrangement. Based on our common share total return, as defined in our business management agreement, as of September 30, 2019 , no estimated 2019 incentive fees are included in the net business management fees we recognized for the three and nine months ended September 30, 2019 . The actual amount of annual incentive fees for 2019, if any, will be based on our common share total return as defined in our business management agreement, for the three-year period ending December 31, 2019, and will be payable in 2020. The net business management fees for the three and nine months ended September 30, 2018 included $725 and $2,175 , respectively, of management fees related to our subsidiary level management agreement with RMR LLC with respect to our joint venture arrangement and $18,751 and $50,708 , respectively, of estimated 2018 incentive fees based on our common share total return, as defined in our business management agreement, as of September 30, 2018 . In January 2019, we paid RMR LLC an incentive fee of $40,642 for 2018. We include business management fee amounts in general and administrative expenses in our condensed consolidated statements of comprehensive income (loss). Pursuant to our property management agreement with RMR LLC, we recognized aggregate net property management and construction supervision fees of $3,289 and $3,025 for the three months ended September 30, 2019 and 2018 , respectively, and $9,844 and $8,829 for the nine months ended September 30, 2019 and 2018 , respectively. These amounts are included in property operating expenses or have been capitalized, as appropriate, in our condensed consolidated financial statements. We are generally responsible for all our operating expenses, including certain expenses incurred or arranged by RMR LLC on our behalf. We are generally not responsible for payment of RMR LLCās employment, office or administrative expenses incurred to provide management services to us, except for the employment and related expenses of RMR LLCās employees assigned to work exclusively or partly at our MOBs, our share of the wages, benefits and other related costs of RMR LLC's centralized accounting personnel, our share of RMR LLCās costs for providing our internal audit function, or as otherwise agreed. Our property level operating expenses are generally incorporated into the rents charged to our tenants, including certain payroll and related costs incurred by RMR LLC. We reimbursed RMR LLC $3,419 and $3,440 for these expenses and costs for the three months ended September 30, 2019 and 2018 , respectively, and $10,145 and $9,391 for the nine months ended September 30, 2019 and 2018 |
Related Person Transactions
Related Person Transactions | 9 Months Ended |
Sep. 30, 2019 | |
Related Party Transactions [Abstract] | |
Related Person Transactions | Related Person Transactions We have relationships and historical and continuing transactions with Five Star, RMR LLC, RMR Inc., Affiliates Insurance Company, or AIC, and others related to them, including other companies to which RMR LLC provides management services and which have trustees, directors and officers who are also our Trustees or officers. Five Star. We are currently one of Five Starās largest stockholders. As of September 30, 2019 , we owned 423,500 of Five Starās common shares, after giving effect to the one-for-ten reverse stock split of Five Star common shares that Five Star effected on September 30, 2019, or approximately 8.3% of Five Starās outstanding common shares. Five Star is our largest tenant and the manager of our managed senior living communities. RMR LLC provides management services to both us and Five Star. As of September 30, 2019 , ABP Acquisition LLC, a subsidiary of ABP Trust, the controlling shareholder of RMR Inc., owned 35.4% of Five Star's outstanding common shares. Adam D. Portnoy, the Chair of our Board of Trustees and one of our Managing Trustees, is the sole trustee, an officer and the controlling shareholder of ABP Trust and a managing director of Five Star. Our other Managing Trustee also serves as secretary of Five Star. Five Starās president and chief executive officer and chief financial officer and treasurer are officers and employees of RMR LLC. On April 1, 2019, we entered into the Transaction Agreement, pursuant to which we agreed to modify our existing business arrangements with Five Star, subject to certain conditions and the receipt of various approvals. See Note 10 for further information regarding our relationships, agreements and transactions with Five Star and Note 6 for further information regarding our investment in Five Star. Our Manager, RMR LLC. We have two agreements with RMR LLC to provide management services to us. See Note 11 for further information regarding our management agreements with RMR LLC. See Note 8 for information relating to the annual share awards we made in September 2019 to our officers and certain other employees of RMR LLC and common shares we purchased from our officers and certain other employees of RMR LLC in satisfaction of tax withholding and payment obligations in connection with the vesting of awards of our common shares to them. We include amounts recognized as expense for share awards to RMR LLC employees in general and administrative expenses in our condensed consolidated statements of comprehensive income (loss). RMR Inc. RMR LLC is a majority owned subsidiary of RMR Inc. and RMR Inc. is the managing member of RMR LLC. Adam D. Portnoy, the Chair of our Board of Trustees and one of our Managing Trustees, is the sole trustee, an officer and the controlling shareholder of ABP Trust, which is the controlling shareholder of RMR Inc., a managing director, president and chief executive officer of RMR Inc., and an officer and employee of RMR LLC. Jennifer B. Clark, our other Managing Trustee and our Secretary, also serves as a managing director and as executive vice president, general counsel and secretary of RMR Inc., an officer of ABP Trust, an officer and employee of RMR LLC. Other officers and employees of RMR LLC also serve as our officers. On July 1, 2019, we sold all of the 2,637,408 shares of class A common stock of RMR Inc. that we owned in an underwritten public offering at a price to the public of $40.00 per share pursuant to the underwriting agreement among us, RMR Inc., certain other REITs managed by RMR LLC that also sold their class A common stock of RMR Inc. in the offering, and the underwriters named therein. We received net proceeds of $98,557 from this sale, after deducting the underwriting discounts and commissions and other offering expenses. AIC. We, ABP Trust, Five Star and four other companies to which RMR LLC provides management services currently own AIC in equal amounts. We and the other AIC shareholders historically participated in a combined property insurance program arranged and reinsured in part by AIC. The policies under that program expired on June 30, 2019, and we and the other AIC shareholders elected not to renew the AIC property insurance program; we have instead purchased standalone property insurance coverage with unrelated third party insurance providers. As of September 30, 2019 and December 31, 2018 , our investment in AIC had a carrying value of $9,340 and $8,632 , respectively. These amounts are included in other assets, net in our condensed consolidated balance sheets. We recognized income related to our investment in AIC, which is presented as equity in earnings of an investee in our condensed consolidated statements of comprehensive income (loss). Our other comprehensive income (loss) includes our proportionate part of unrealized gains (losses) on fixed income securities that are owned by AIC related to our investment in AIC. AIC is in the process of dissolving. In connection with its dissolution, we expect to receive a capital distribution in the fourth quarter of 2019. For further information about these and other such relationships and certain other related person transactions, refer to our Annual Report. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes We have elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended, and as such, are generally not subject to federal and most state income taxation on our operating income provided we distribute our taxable income to our shareholders and meet certain organization and operating requirements. We do, however, lease certain managed senior living communities to our wholly owned TRSs that, unlike most of our subsidiaries, file a separate consolidated federal corporate income tax return and are subject to federal and state income taxes. Our consolidated income tax provision includes the income tax provision related to the operations of our TRSs and certain state income taxes we incur despite our taxation as a REIT. During the three months ended September 30, 2019 and 2018 , we recognized income tax benefit of $146 and expense of $79 , respectively, and during the nine months ended September 30, 2019 and 2018 , we recognized income tax benefit of $47 and expense of $444 , respectively. |
Weighted Average Common Shares
Weighted Average Common Shares | 9 Months Ended |
Sep. 30, 2019 | |
Earnings Per Share [Abstract] | |
Weighted Average Common Shares | Weighted Average Common Shares The following table provides a reconciliation of the weighted average number of common shares used in the calculation of basic and diluted earnings per share (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Weighted average common shares for basic earnings per share 237,608 237,511 237,585 237,492 Effect of dilutive securities: unvested share awards ā 51 ā 34 Weighted average common shares for diluted earnings per share (1) 237,608 237,562 237,585 237,526 (1) For the three and nine months ended September 30, 2019 , 42 and 26 , respectively, of unvested common shares were not included in the calculation of diluted earnings per share because to do so would have been antidilutive. |
Recent Accounting Pronounceme_2
Recent Accounting Pronouncements (Policies) | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Changes and Error Corrections [Abstract] | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In February 2016, the FASB issued Accounting Standards Update, or ASU, No. 2016-02, Leases . In July 2018, the FASB issued ASU No. 2018-10, Codification Improvements to Topic 842, Leases and ASU No. 2018-11, Leases (Topic 842): Targeted Improvements . In December 2018, the FASB issued ASU No. 2018-20 Leases (Topic 842), Narrow-Scope Improvements for Lessors . Collectively, these standards set out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e., lessees and lessors). ASU No. 2016-02 requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase of the leased asset by the lessee. This classification will determine whether the lease expense is recognized based on an effective interest method or on a straight line basis over the term of the lease. ASU No. 2016-02 requires lessors to account for leases using an approach that is substantially equivalent to previous guidance for sales type leases, direct financing leases and operating leases. These standards were effective as of January 1, 2019. Upon adoption, we applied the package of practical expedients that has allowed us to not reassess (i) whether any expired or existing contracts are or contain leases, (ii) lease classification for any expired or existing leases and (iii) initial direct costs for any expired or existing leases. Furthermore, we applied the optional transition method in ASU No. 2018-11, which has allowed us to initially apply the new leases standard at the adoption date and recognize a cumulative effect adjustment to the opening balance of retained earnings in the adoption period, although we did not have an adjustment. Additionally, our leases met the criteria in ASU No. 2018-11 to not separate non-lease components from the related lease component; therefore, the accounting for these leases remained largely unchanged from the previous standard. The adoption of ASU No. 2016-02 and the related improvements did not have a material impact in our condensed consolidated financial statements. Upon adoption, (i) allowances for bad debts are recognized as a direct reduction of rental income, and (ii) legal costs associated with the execution of our leases, which were previously capitalized and amortized over the life of their respective leases, are expensed as incurred. Subsequent to January 1, 2019, provisions for credit losses are now included in rental income in our condensed consolidated financial statements. Provisions for credit losses prior to January 1, 2019 were previously included in property operating expenses in our condensed consolidated financial statements and prior periods were not reclassified to conform to the current presentation. We completed our assessment of predominance as it relates to our contracts with residents for housing services at properties leased to our taxable REIT subsidiaries, or TRSs, and have recognized revenue from these properties under ASC 606, Revenue from Contracts with Customers, which did not have any impact to the timing or amount of our revenue recognized. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326) : Measurement of Credit Losses on Financial Instruments , which requires that entities use a new forward-looking āexpected lossā model that generally will result in the earlier recognition of allowance for credit losses. The measurement of expected credit losses is based upon historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. ASU No. 2016-13 will be effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. We are currently assessing the potential impact the adoption of ASU No. 2016-13 will have in our condensed consolidated financial statements although lease related receivables are governed by the lease standards referred to above and are not subject to ASU No. 2016-13. We currently expect to adopt this standard using the modified retrospective approach. |
Real Estate Properties (Tables)
Real Estate Properties (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Real Estate [Abstract] | |
Schedule of Real Estate Properties | Date of Sale Location Type of Property Number of Properties Square Feet or Number of Units Sales Price (1) October 2019 South Dakota Independent Living/SNF 3 245 units $ 10,500 October 2019 New Jersey MOB 1 205,439 sq. ft. 47,500 4 $ 58,000 (1) Sales price excludes closing costs. Date of Sale Location Type of Property Number of Properties Square Feet or Number of Units Sales Price (1) Gain (loss) on Sale February 2019 Florida MOB 1 60,396 sq. ft. $ 2,900 $ (69 ) March 2019 Massachusetts MOB 1 4,400 sq. ft. 75 (58 ) May 2019 (2) California SNF 3 278 units 21,500 15,207 May 2019 Colorado MOB 1 15,647 sq. ft. 2,590 1,035 June 2019 Massachusetts MOB 7 164,121 sq. ft. 8,042 1,590 July 2019 Massachusetts MOB 3 103,484 sq. ft. 4,955 2,332 August 2019 Massachusetts MOB 1 49,357 sq. ft. 2,221 812 September 2019 (2) Various SNF 15 964 units 8,000 ā September 2019 Massachusetts MOB 1 41,065 sq. ft. 2,750 1,044 33 $ 53,033 $ 21,893 (1) Sales price excludes closing costs. (2) Pursuant to the terms of our April 2019 transaction agreement, or the Transaction Agreement, with Five Star Senior Living Inc., or Five Star, the aggregate amount of monthly minimum rent payable to us by Five Star under our master leases with Five Star decreased from the sale of these SNFs, as they were previously leased by us to Five Star. See Note 10 for further information on the Transaction Agreement. |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Leases [Abstract] | |
Schedule of Operating Lease, Maturity | The following table presents our operating lease maturity analysis, excluding properties classified as held for sale, as of September 30, 2019: Year Amount 2019 $ 120,834 2020 345,614 2021 326,492 2022 304,787 2023 280,151 Thereafter 1,201,059 Total $ 2,578,937 |
Fair Value of Assets and Liab_2
Fair Value of Assets and Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Assets and liabilities recurring and nonrecurring measured at fair value | The following table presents certain of our assets and liabilities that are measured at fair value at September 30, 2019 , categorized by the level of inputs as defined in the fair value hierarchy under GAAP, used in the valuation of each asset or liability. Fair Value at Reporting Date Using Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs Description Total (Level 1) (Level 2) (Level 3) Recurring Fair Value Measurements Assets: Investment in Five Star (1) $ 1,993 $ 1,993 $ ā $ ā Non-Recurring Fair Value Measurements Assets: Real estate properties held for sale (2) $ 63,458 $ ā $ 63,458 $ ā Real estate properties at fair value (3) $ 1,098 $ ā $ ā $ 1,098 (1) Our 423,500 shares of Five Star common stock are included in other assets, net in our condensed consolidated balance sheets, and are reported at fair value, which is based upon quoted market prices (Level 1 inputs). Our adjusted cost basis for these shares is $6,353 as of September 30, 2019 . During the three and nine months ended September 30, 2019 , we recorded an unrealized gain of $40 and an unrealized loss of $40 , respectively, which are included in gains and losses on equity securities, net in our condensed consolidated statements of comprehensive income (loss), to adjust the carrying value of our investment in Five Star common shares to their fair value. See Note 12 for further information about our investment in Five Star. (2) We have assets in our condensed consolidated balance sheets that are measured at fair value on a nonrecurring basis. During the nine months ended September 30, 2019, we recorded impairment charges of $26,037 to reduce the carrying value of three MOBs that are classified as held for sale to their estimated sales price, based on a purchase and sale agreement that we have entered into with third party buyers for these MOBs , less estimated costs to sell, of $63,458 . See Note 3 for further information about impairment charges and these and other properties we have classified as held for sale. (3) We recorded impairment charges of $6,344 to reduce the carrying value of one senior living community to its estimated fair value of $1,098 based on a third party offer. The valuation techniques and significant unobservable inputs used in the valuation of this property are considered Level 3 inputs as defined in the fair value hierarchy under GAAP. |
Schedule of carrying value and fair value of the financial instruments | The fair values of these financial instruments approximated their carrying values in our condensed consolidated financial statements as of such dates, except as follows: As of September 30, 2019 As of December 31, 2018 Description Carrying Amount (1) Estimated Fair Value Carrying Amount (1) Estimated Fair Value Senior unsecured notes $ 1,819,802 $ 1,885,545 $ 2,216,945 $ 2,138,202 Secured debts (2) 698,695 708,513 744,186 723,003 $ 2,518,497 $ 2,594,058 $ 2,961,131 $ 2,861,205 (1) Includes unamortized debt issuance costs, premiums and discounts. (2) We assumed certain of these secured debts in connection with our acquisition of certain properties. We recorded the assumed mortgage notes at estimated fair value on the date of acquisition and we are amortizing the fair value adjustments, if any, to interest expense over the respective terms of the mortgage notes to adjust interest expense to the estimated market interest rates as of the date of acquisition. |
Marketable Securities | Realized and unrealized gains and losses for our equity securities for the three and nine months ended September 30, 2019 and 2018 were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Realized gains and losses on equity securities sold (1) $ ā $ ā $ (41,436 ) $ ā Unrealized gains and losses on equity securities held 40 35,137 (40 ) 85,643 Gains and losses on equity securities, net $ 40 $ 35,137 $ (41,476 ) $ 85,643 (1) See Note 12 for further information about our former investment in The RMR Group Inc., or RMR Inc. |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Dividends Declared and Paid | During the nine months ended September 30, 2019, we declared and paid quarterly distributions to common shareholders as follows: Record Date Payment Date Distribution Per Share Total Distributions January 28, 2019 February 21, 2019 $0.39 $92,714 April 29, 2019 May 16, 2019 $0.15 $35,659 July 29, 2019 August 15, 2019 $0.15 $35,661 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Segment Reporting [Abstract] | |
Schedule of segment reporting information | For the Three Months Ended September 30, 2019 MOBs Triple Net Leased Senior Living Communities Managed Senior Living Communities All Other Operations Consolidated Revenues: Rental income $ 100,010 $ 43,326 $ ā $ 4,675 $ 148,011 Residents fees and services ā ā 107,816 ā 107,816 Total revenues 100,010 43,326 107,816 4,675 255,827 Expenses: Property operating expenses 34,184 ā 90,899 ā 125,083 Depreciation and amortization 33,801 21,976 16,644 947 73,368 General and administrative ā ā ā 9,604 9,604 Acquisition and certain other transaction related costs ā ā ā 2,492 2,492 Impairment of assets 26,037 7,062 ā ā 33,099 Total expenses 94,022 29,038 107,543 13,043 243,646 Gain on sale of properties 4,183 ā ā ā 4,183 Gains and losses on equity securities, net ā ā ā 40 40 Interest and other income ā ā ā 238 238 Interest expense (6,239 ) (166 ) (420 ) (37,992 ) (44,817 ) Income (loss) from continuing operations before income tax benefit and equity in earnings of an investee 3,932 14,122 (147 ) (46,082 ) (28,175 ) Income tax benefit ā ā ā 146 146 Equity in earnings of an investee ā ā ā 83 83 Net income (loss) 3,932 14,122 (147 ) (45,853 ) (27,946 ) Net income attributable to noncontrolling interest (1,444 ) ā ā ā (1,444 ) Net income (loss) attributable to common shareholders $ 2,488 $ 14,122 $ (147 ) $ (45,853 ) $ (29,390 ) For the Nine Months Ended September 30, 2019 MOBs Triple Net Leased Senior Living Communities Managed Senior Living Communities All Other Operations Consolidated Revenues: Rental income $ 307,616 $ 137,683 $ ā $ 14,050 $ 459,349 Residents fees and services ā ā 324,767 ā 324,767 Total revenues 307,616 137,683 324,767 14,050 784,116 Expenses: Property operating expenses 98,886 ā 263,612 ā 362,498 Depreciation and amortization 104,939 62,855 48,887 2,841 219,522 General and administrative ā ā ā 28,287 28,287 Acquisition and certain other transaction related costs ā ā ā 11,209 11,209 Impairment of assets 26,133 15,385 ā ā 41,518 Total expenses 229,958 78,240 312,499 42,337 663,034 Gain on sale of properties 6,686 15,207 ā ā 21,893 Dividend income ā ā ā 1,846 1,846 Gains and losses on equity securities, net ā ā ā (41,476 ) (41,476 ) Interest and other income ā ā ā 590 590 Interest expense (18,257 ) (574 ) (1,970 ) (116,039 ) (136,840 ) Loss on early extinguishment of debt ā ā (17 ) ā (17 ) Income (loss) from continuing operations before income tax benefit and equity in earnings of an investee 66,087 74,076 10,281 (183,366 ) (32,922 ) Income tax benefit ā ā ā 47 47 Equity in earnings of an investee ā ā ā 617 617 Net income (loss) 66,087 74,076 10,281 (182,702 ) (32,258 ) Net income attributable to noncontrolling interest (4,279 ) ā ā ā (4,279 ) Net income (loss) attributable to common shareholders $ 61,808 $ 74,076 $ 10,281 $ (182,702 ) $ (36,537 ) As of September 30, 2019 MOBs Triple Net Leased Senior Living Communities Managed Senior Living Communities All Other Operations Consolidated Total assets $ 3,255,596 $ 1,924,780 $ 1,455,535 $ 281,079 $ 6,916,990 For the Three Months Ended September 30, 2018 MOBs Triple Net Leased Senior Living Communities Managed Senior Living Communities All Other Operations Consolidated Revenues: Rental income $ 104,492 $ 64,538 $ ā $ 4,618 $ 173,648 Residents fees and services ā ā 105,321 ā 105,321 Total revenues 104,492 64,538 105,321 4,618 278,969 Expenses: Property operating expenses 32,652 ā 83,335 ā 115,987 Depreciation and amortization 35,223 20,148 15,341 949 71,661 General and administrative ā ā ā 31,032 31,032 Acquisition and certain other transaction related costs ā ā ā 51 51 Impairment of assets ā 4,525 ā ā 4,525 Total expenses 67,875 24,673 98,676 32,032 223,256 Dividend income ā ā ā 660 660 Gains and losses on equity securities, net ā ā ā 35,137 35,137 Interest and other income ā ā ā 248 248 Interest expense (6,172 ) (327 ) (997 ) (37,920 ) (45,416 ) Gain on early extinguishment of debt ā 76 32 ā 108 Income (loss) from continuing operations before income tax expense and equity in earnings of an investee 30,445 39,614 5,680 (29,289 ) 46,450 Income tax expense ā ā ā (79 ) (79 ) Equity in earnings of an investee ā ā ā 831 831 Net income (loss) 30,445 39,614 5,680 (28,537 ) 47,202 Net income attributable to noncontrolling interest (1,397 ) ā ā ā (1,397 ) Net income (loss) attributable to common shareholders $ 29,048 $ 39,614 $ 5,680 $ (28,537 ) $ 45,805 For the Nine Months Ended September 30, 2018 MOBs Triple Net Leased Senior Living Communities Managed Senior Living Communities All Other Operations Consolidated Revenues: Rental income $ 309,497 $ 198,626 $ ā $ 13,838 $ 521,961 Residents fees and services ā ā 309,981 ā 309,981 Total revenues 309,497 198,626 309,981 13,838 831,942 Expenses: Property operating expenses 94,773 ā 239,368 ā 334,141 Depreciation and amortization 105,934 60,529 44,993 2,844 214,300 General and administrative ā ā ā 85,228 85,228 Acquisition and certain other transaction related costs ā ā ā 138 138 Impairment of assets ā 5,073 ā ā 5,073 Total expenses 200,707 65,602 284,361 88,210 638,880 Gain on sale of properties ā 261,916 ā ā 261,916 Dividend income ā ā ā 1,978 1,978 Gains and losses on equity securities, net ā ā ā 85,643 85,643 Interest and other income ā ā ā 362 362 Interest expense (18,194 ) (1,463 ) (3,580 ) (110,544 ) (133,781 ) Gain (loss) on early extinguishment of debt ā 76 (98 ) ā (22 ) Income (loss) from continuing operations before income tax expense and equity in earnings of an investee 90,596 393,553 21,942 (96,933 ) 409,158 Income tax expense ā ā ā (444 ) (444 ) Equity in earnings of an investee ā ā ā 882 882 Net income (loss) 90,596 393,553 21,942 (96,495 ) 409,596 Net income attributable to noncontrolling interest (4,181 ) ā ā ā (4,181 ) Net income (loss) attributable to common shareholders $ 86,415 $ 393,553 $ 21,942 $ (96,495 ) $ 405,415 As of December 31, 2018 MOBs Triple Net Leased Senior Living Communities Managed Senior Living Communities All Other Operations Consolidated Total assets $ 3,344,581 $ 2,044,939 $ 1,395,657 $ 375,249 $ 7,160,426 |
Leases and Management Agreeme_2
Leases and Management Agreements with Five Star Leases and Management Agreements with Five Star (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Risks and Uncertainties [Abstract] | |
Disaggregation of Revenue | The following table presents residents fees and services revenue disaggregated by type of contract and payer: Revenue from contracts with customers: Three Months Ended September 30, 2019 Nine Months Ended September 30, 2019 Basic housing and support services $ 88,623 $ 265,117 Medicare and Medicaid programs 6,902 23,333 Private pay and other third party payer SNF services 12,291 36,317 Total residents fees and services $ 107,816 $ 324,767 |
Weighted Average Common Shares
Weighted Average Common Shares (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of weighted average number of shares | The following table provides a reconciliation of the weighted average number of common shares used in the calculation of basic and diluted earnings per share (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Weighted average common shares for basic earnings per share 237,608 237,511 237,585 237,492 Effect of dilutive securities: unvested share awards ā 51 ā 34 Weighted average common shares for diluted earnings per share (1) 237,608 237,562 237,585 237,526 (1) For the three and nine months ended September 30, 2019 , 42 and 26 , respectively, of unvested common shares were not included in the calculation of diluted earnings per share because to do so would have been antidilutive. |
Basis of Presentation (Details)
Basis of Presentation (Details) $ in Thousands | 9 Months Ended | |
Sep. 30, 2019USD ($)buildingproperty | Dec. 31, 2018USD ($) | |
Basis Of Presentation [Line Items] | ||
Variable interest entity, consolidated, carrying amount, assets | $ 1,026,788 | $ 1,061,593 |
Variable interest entity, consolidated, carrying amount, liabilities | $ (706,021) | $ (714,226) |
Joint Venture | ||
Basis Of Presentation [Line Items] | ||
Noncontrolling interest, ownership percentage by parent | 45.00% | |
Ownership percentage | 55.00% | |
Massachusetts | MOBs | Joint Venture | ||
Basis Of Presentation [Line Items] | ||
Number of properties included in joint venture agreement | property | 1 | |
Number of buildings included in joint venture agreement | building | 2 |
Real Estate Properties - Narrat
Real Estate Properties - Narrative (Details) $ in Thousands | Nov. 06, 2019USD ($)property | Nov. 06, 2019USD ($)property | Sep. 30, 2019USD ($)statebuildingproperty | Aug. 31, 2019USD ($)building | Jul. 31, 2019USD ($)building | Jun. 30, 2019USD ($)buildingproperty | Mar. 31, 2019USD ($)building | Sep. 30, 2019USD ($)statebuildingproperty | Sep. 30, 2018USD ($) | Sep. 30, 2019USD ($)statebuildingproperty | Sep. 30, 2018USD ($) |
Real Estate Properties | |||||||||||
Impairment of assets | $ | $ 33,099 | $ 4,525 | $ 41,518 | $ 5,073 | |||||||
MOBs | |||||||||||
Real Estate Properties | |||||||||||
Number of real estate properties | 7 | 7 | 7 | ||||||||
Number of real estate properties held for sale | 4 | 4 | 4 | ||||||||
Impairment of assets | $ | $ 26,037 | $ 26,133 | |||||||||
Number of real estate properties sold | 4 | ||||||||||
Senior Living Communities | |||||||||||
Real Estate Properties | |||||||||||
Number of real estate properties | 16 | 16 | 16 | ||||||||
Number of real estate properties held for sale | 4 | 4 | 4 | ||||||||
Impairment of assets | $ | $ 7,062 | $ 15,385 | |||||||||
SNF | |||||||||||
Real Estate Properties | |||||||||||
Number of real estate properties sold | 15 | ||||||||||
Discontinued Operations, Held-for-sale | |||||||||||
Real Estate Properties | |||||||||||
Number of real estate properties | 436 | 436 | 436 | ||||||||
Number of real estate properties held for sale | 8 | 8 | 8 | ||||||||
Number of states in which properties are located | state | 41 | 41 | 41 | ||||||||
Amount under agreement to sell | $ | $ 136,231 | $ 136,231 | $ 136,231 | ||||||||
Disposal Group, Held-for-sale, Not Discontinued Operations | MOBs | |||||||||||
Real Estate Properties | |||||||||||
Number of real estate properties held for sale | 2 | 3 | 2 | 2 | |||||||
Impairment of assets | $ | $ 2,661 | ||||||||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | |||||||||||
Real Estate Properties | |||||||||||
Number of real estate properties sold | building | 33 | ||||||||||
Aggregate sale price | $ | $ 53,033 | ||||||||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | SNF | |||||||||||
Real Estate Properties | |||||||||||
Number of real estate properties sold | 18 | ||||||||||
Aggregate sale price | $ | $ 29,500 | ||||||||||
Senior Housing Properties | |||||||||||
Real Estate Properties | |||||||||||
Number of buildings | building | 2 | 2 | 2 | ||||||||
Senior Housing Properties | MOBs | |||||||||||
Real Estate Properties | |||||||||||
Number of properties included in joint venture | 1 | 1 | 1 | ||||||||
Joint Venture | |||||||||||
Real Estate Properties | |||||||||||
Ownership percentage | 55.00% | 55.00% | 55.00% | ||||||||
Massachusetts | Disposal Group, Disposed of by Sale, Not Discontinued Operations | MOBs | |||||||||||
Real Estate Properties | |||||||||||
Number of real estate properties sold | building | 1 | 1 | 3 | 7 | 1 | ||||||
Aggregate sale price | $ | $ 2,750 | $ 2,221 | $ 4,955 | $ 8,042 | $ 75 | ||||||
Subsequent Event | |||||||||||
Real Estate Properties | |||||||||||
Aggregate sale price | $ | $ 452,804 | ||||||||||
Amount under agreement to sell | 40 | 40 | |||||||||
Subsequent Event | Disposal Group, Disposed of by Sale, Not Discontinued Operations | |||||||||||
Real Estate Properties | |||||||||||
Number of real estate properties sold | 4 | ||||||||||
Aggregate sale price | $ | $ 58,000 | ||||||||||
Fair Value, Measurements, Nonrecurring | Senior Living Communities | |||||||||||
Real Estate Properties | |||||||||||
Number of real estate properties | 1 | 1 | 1 | ||||||||
Impairment of assets | $ | $ 6,344 | ||||||||||
Fair Value, Measurements, Nonrecurring | Disposal Group, Held-for-sale, Not Discontinued Operations | MOBs | |||||||||||
Real Estate Properties | |||||||||||
Number of real estate properties held for sale | 3 | 3 | 3 | ||||||||
Impairment of assets | $ | $ 26,037 |
Real Estate Properties - Schedu
Real Estate Properties - Schedule of Real Estate Properties (Details) $ in Thousands | Nov. 06, 2019USD ($) | Nov. 06, 2019USD ($)property | Oct. 31, 2019USD ($)ftĀ²living_unitproperty | Sep. 30, 2019USD ($)ftĀ²living_unitbuildingproperty | Aug. 31, 2019USD ($)ftĀ²building | Jul. 31, 2019USD ($)ftĀ²building | Jun. 30, 2019USD ($)ftĀ²buildingproperty | May 31, 2019USD ($)ftĀ²living_unitbuilding | Mar. 31, 2019USD ($)ftĀ²building | Feb. 28, 2019USD ($)ftĀ²building | Sep. 30, 2019USD ($)buildingproperty |
SNF | |||||||||||
Real Estate [Line Items] | |||||||||||
Number of real estate properties sold | property | 15 | ||||||||||
MOBs | |||||||||||
Real Estate [Line Items] | |||||||||||
Number of real estate properties sold | property | 4 | ||||||||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | |||||||||||
Real Estate [Line Items] | |||||||||||
Gross Sales Price | $ 53,033 | ||||||||||
Number of real estate properties sold | building | 33 | ||||||||||
Gain (loss) on Sale | $ 21,893 | ||||||||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | SNF | |||||||||||
Real Estate [Line Items] | |||||||||||
Gross Sales Price | $ 29,500 | ||||||||||
Number of real estate properties sold | property | 18 | ||||||||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | SNF | California | |||||||||||
Real Estate [Line Items] | |||||||||||
Number of units | living_unit | 278 | ||||||||||
Gross Sales Price | $ 21,500 | ||||||||||
Number of real estate properties sold | building | 3 | ||||||||||
Gain (loss) on Sale | $ 15,207 | ||||||||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | SNF | Various | |||||||||||
Real Estate [Line Items] | |||||||||||
Number of units | living_unit | 964 | ||||||||||
Gross Sales Price | $ 8,000 | ||||||||||
Number of real estate properties sold | building | 15 | ||||||||||
Gain (loss) on Sale | $ 0 | ||||||||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | MOBs | Florida | |||||||||||
Real Estate [Line Items] | |||||||||||
Square footage of properties sold | ftĀ² | 60,396 | ||||||||||
Gross Sales Price | $ 2,900 | ||||||||||
Number of real estate properties sold | building | 1 | ||||||||||
Gain (loss) on Sale | $ (69) | ||||||||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | MOBs | Massachusetts | |||||||||||
Real Estate [Line Items] | |||||||||||
Square footage of properties sold | ftĀ² | 41,065 | 49,357 | 103,484 | 164,121 | 4,400 | ||||||
Gross Sales Price | $ 2,750 | $ 2,221 | $ 4,955 | $ 8,042 | $ 75 | ||||||
Number of real estate properties sold | building | 1 | 1 | 3 | 7 | 1 | ||||||
Gain (loss) on Sale | $ 1,044 | $ 812 | $ 2,332 | $ 1,590 | $ (58) | ||||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | MOBs | Colorado | |||||||||||
Real Estate [Line Items] | |||||||||||
Square footage of properties sold | ftĀ² | 15,647 | ||||||||||
Gross Sales Price | $ 2,590 | ||||||||||
Number of real estate properties sold | building | 1 | ||||||||||
Gain (loss) on Sale | $ 1,035 | ||||||||||
Subsequent Event | |||||||||||
Real Estate [Line Items] | |||||||||||
Gross Sales Price | $ 452,804 | ||||||||||
Subsequent Event | Disposal Group, Disposed of by Sale, Not Discontinued Operations | |||||||||||
Real Estate [Line Items] | |||||||||||
Gross Sales Price | $ 58,000 | ||||||||||
Number of real estate properties sold | property | 4 | ||||||||||
Subsequent Event | Disposal Group, Disposed of by Sale, Not Discontinued Operations | Independent Living/SNF | South Dakota | |||||||||||
Real Estate [Line Items] | |||||||||||
Number of units | living_unit | 245 | ||||||||||
Gross Sales Price | $ 10,500 | ||||||||||
Number of real estate properties sold | property | 3 | ||||||||||
Subsequent Event | Disposal Group, Disposed of by Sale, Not Discontinued Operations | MOBs | New Jersey | |||||||||||
Real Estate [Line Items] | |||||||||||
Square footage of properties sold | ftĀ² | 205,439 | ||||||||||
Gross Sales Price | $ 47,500 | ||||||||||
Number of real estate properties sold | property | 1 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2019 | Jan. 01, 2019 | |
Operating Leased Assets [Line Items] | |||
Variable lease, payment | $ 19,317 | $ 57,687 | |
Accounting Standards Update 2016-02 | |||
Operating Leased Assets [Line Items] | |||
Operating lease, right-of-use asset | $ 4,507 | ||
Operating lease, liability | $ 4,507 |
Leases - Schedule of Operating
Leases - Schedule of Operating Lease Maturity (Details) $ in Thousands | Sep. 30, 2019USD ($) |
Leases [Abstract] | |
2019 | $ 120,834 |
2020 | 345,614 |
2021 | 326,492 |
2022 | 304,787 |
2023 | 280,151 |
Thereafter | 1,201,059 |
Total | $ 2,578,937 |
Indebtedness (Details)
Indebtedness (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
May 31, 2019USD ($)community | Sep. 30, 2019USD ($)buildingloanproperty | Sep. 30, 2018USD ($) | Sep. 30, 2019USD ($)buildingloanproperty | Sep. 30, 2018USD ($) | Nov. 06, 2019USD ($) | Dec. 31, 2018USD ($) | |
Indebtedness | |||||||
Total real estate properties, gross | $ 7,844,812,000 | $ 7,844,812,000 | $ 7,876,300,000 | ||||
Unsecured revolving credit facility | 589,000,000 | 589,000,000 | $ 139,000,000 | ||||
Loss on early extinguishment of debt | 0 | $ (108,000) | 17,000 | $ 22,000 | |||
Unsecured revolving credit facility | |||||||
Indebtedness | |||||||
Unsecured revolving credit facility, maximum borrowing capacity | 1,000,000,000 | 1,000,000,000 | |||||
Line of credit facility, periodic payment, principal | 0 | ||||||
Maximum borrowing capacity that may be increased (up to) | $ 2,000,000,000 | $ 2,000,000,000 | |||||
Revolving credit facility, interest rate payable (as a percent) | 3.10% | 3.10% | |||||
Weighted average interest rate on debt (as a percent) | 3.50% | 3.20% | 3.50% | 2.90% | |||
Unsecured revolving credit facility | $ 589,000,000 | $ 589,000,000 | |||||
Revolving credit facility, available amount | 411,000,000 | $ 411,000,000 | |||||
Unsecured revolving credit facility | LIBOR | |||||||
Indebtedness | |||||||
Interest rate added to the base rate (as a percent) | 1.20% | ||||||
Debt instrument, facility fee (as a percent) | 0.25% | ||||||
Unsecured revolving credit facility | Subsequent Event | |||||||
Indebtedness | |||||||
Unsecured revolving credit facility | $ 517,000,000 | ||||||
Revolving credit facility, available amount | $ 483,000,000 | ||||||
Term loan due 2020 | |||||||
Indebtedness | |||||||
Debt face amount | 350,000,000 | $ 350,000,000 | |||||
Maximum borrowing capacity that may be increased (up to) | $ 700,000,000 | $ 700,000,000 | |||||
Weighted average interest rate on debt (as a percent) | 3.70% | 3.50% | 3.90% | 3.30% | |||
Interest rate (as a percent) | 3.50% | 3.50% | |||||
Term loan due 2020 | LIBOR | |||||||
Indebtedness | |||||||
Interest rate added to the base rate (as a percent) | 1.40% | ||||||
Term loan due 2022 | |||||||
Indebtedness | |||||||
Debt face amount | $ 200,000,000 | $ 200,000,000 | |||||
Weighted average interest rate on debt (as a percent) | 3.60% | 3.50% | 3.80% | 3.30% | |||
Interest rate (as a percent) | 3.40% | 3.40% | |||||
Term loan due 2022 | LIBOR | |||||||
Indebtedness | |||||||
Interest rate added to the base rate (as a percent) | 1.35% | ||||||
Mortgages | |||||||
Indebtedness | |||||||
Aggregate principal amount of mortgage debt | $ 690,022,000 | $ 690,022,000 | |||||
Number of buildings mortgaged | building | 10 | 10 | |||||
Total real estate properties, gross | $ 969,501,000 | $ 969,501,000 | |||||
Capital leases | |||||||
Indebtedness | |||||||
Number of buildings mortgaged | property | 2 | 2 | |||||
Total real estate properties, gross | $ 35,823,000 | $ 35,823,000 | |||||
Lease obligations | 9,120,000 | 9,120,000 | |||||
Senior Unsecured Notes Due 2019 | |||||||
Indebtedness | |||||||
Maximum borrowing capacity that may be increased (up to) | 400,000,000 | 400,000,000 | |||||
Interest rate (as a percent) | 3.25% | ||||||
Principal amount plus accrued and unpaid interest | $ 400,000,000 | ||||||
Extinguishment of debt, accrued and interest payable | 6,500,000 | ||||||
Loss on early extinguishment of debt | 17,000 | ||||||
Senior Unsecured Note Due July 2019 | |||||||
Indebtedness | |||||||
Debt face amount | $ 42,211,000 | ||||||
Interest rate (as a percent) | 3.79% | ||||||
Number Of communities | community | 4 | ||||||
Unsecured Debt | |||||||
Indebtedness | |||||||
Debt face amount | 1,850,000,000 | 1,850,000,000 | |||||
Term Loan [Member] | |||||||
Indebtedness | |||||||
Debt face amount | $ 550,000,000 | $ 550,000,000 | |||||
Number of loans | loan | 2 | 2 |
Fair Value of Assets and Liab_3
Fair Value of Assets and Liabilities - Assets and Liabilities (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019USD ($)propertyshares | Sep. 30, 2018USD ($) | Sep. 30, 2019USD ($)propertyshares | Sep. 30, 2018USD ($) | Jun. 30, 2019property | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Impairment of assets | $ 33,099 | $ 4,525 | $ 41,518 | $ 5,073 | |
Five Star | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Equity securities investment (in shares) | shares | 423,500 | 423,500 | |||
Recurring | Five Star | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Investments in affiliates, fair value | $ 1,993 | $ 1,993 | |||
Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | Five Star | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Investments in affiliates, fair value | 1,993 | 1,993 | |||
Recurring | Significant Other Observable Inputs (Level 2) | Five Star | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Investments in affiliates, fair value | 0 | 0 | |||
Recurring | Significant Unobservable Inputs (Level 3) | Five Star | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Investments in affiliates, fair value | 0 | 0 | |||
Nonrecurring | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Real estate properties held for sale | 63,458 | 63,458 | |||
Real estate properties at fair value | 1,098 | 1,098 | |||
Nonrecurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Real estate properties held for sale | 0 | 0 | |||
Real estate properties at fair value | 0 | 0 | |||
Nonrecurring | Significant Other Observable Inputs (Level 2) | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Real estate properties held for sale | 63,458 | 63,458 | |||
Real estate properties at fair value | 0 | 0 | |||
Nonrecurring | Significant Unobservable Inputs (Level 3) | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Real estate properties held for sale | 0 | 0 | |||
Real estate properties at fair value | $ 1,098 | $ 1,098 | |||
Common Shares | Five Star | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Equity securities investment (in shares) | shares | 423,500 | 423,500 | |||
Historical cost basis for shares owned | $ 6,353 | $ 6,353 | |||
Unrealized gain (loss) on equity securities | $ 40 | $ (40) | |||
Discontinued Operations, Held-for-sale | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Number of real estate properties held for sale | property | 8 | 8 | |||
Number of real estate properties | property | 436 | 436 | |||
MOBs | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Impairment of assets | $ 26,037 | $ 26,133 | |||
Number of real estate properties held for sale | property | 4 | 4 | |||
Number of real estate properties | property | 7 | 7 | |||
MOBs | Disposal Group, Held-for-sale, Not Discontinued Operations | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Impairment of assets | $ 2,661 | ||||
Number of real estate properties held for sale | property | 2 | 2 | 3 | ||
MOBs | Disposal Group, Held-for-sale, Not Discontinued Operations | Nonrecurring | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Impairment of assets | $ 26,037 | ||||
Number of real estate properties held for sale | property | 3 | 3 | |||
Sale price less estimated cost to sell | $ 63,458 | $ 63,458 | |||
Senior Living Communities | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Impairment of assets | $ 7,062 | $ 15,385 | |||
Number of real estate properties held for sale | property | 4 | 4 | |||
Number of real estate properties | property | 16 | 16 | |||
Senior Living Communities | Nonrecurring | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Real estate properties at fair value | $ 1,098 | $ 1,098 | |||
Impairment of assets | $ 6,344 | ||||
Number of real estate properties | property | 1 | 1 |
Fair Value of Assets and Liab_4
Fair Value of Assets and Liabilities - Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Carrying Amount | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value disclosure | $ 2,518,497 | $ 2,961,131 |
Carrying Amount | Senior unsecured notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value disclosure | 1,819,802 | 2,216,945 |
Carrying Amount | Secured debts | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value disclosure | 698,695 | 744,186 |
Estimated Fair Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value disclosure | 2,594,058 | 2,861,205 |
Estimated Fair Value | Senior unsecured notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value disclosure | 1,885,545 | 2,138,202 |
Estimated Fair Value | Secured debts | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value disclosure | $ 708,513 | $ 723,003 |
Fair Value of Assets and Liab_5
Fair Value of Assets and Liabilities - Narrative (Details) | Sep. 30, 2019debt_security |
Fair Value, Inputs, Level 1 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair value measurement, number of debt securities | 2 |
Fair Value, Inputs, Level 2 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair value measurement, number of debt securities | 4 |
Fair Value of Assets and Liab_6
Fair Value of Assets and Liabilities - Schedule of Marketable Securities (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Fair Value Disclosures [Abstract] | ||||
Realized gains and losses on equity securities sold | $ 0 | $ 0 | $ (41,436) | $ 0 |
Unrealized gains and losses on equity securities held | 40 | 35,137 | (40) | 85,643 |
Gains and losses on equity securities, net | $ 40 | $ 35,137 | $ (41,476) | $ 85,643 |
Noncontrolling Interest (Detail
Noncontrolling Interest (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2019USD ($)buildingproperty | Sep. 30, 2018USD ($) | |
Noncontrolling Interest [Line Items] | ||||
Comprehensive income attributable to noncontrolling interest | $ (1,444) | $ (1,397) | $ (4,279) | $ (4,181) |
Cash distribution for joint venture partners | 5,107 | $ 5,151 | 16,294 | $ 15,932 |
Variable interest entity, consolidated, carrying amount, real estate assets | 730,234 | 730,234 | ||
Variable interest entity, consolidated, carrying amount, mortgage debt | $ 620,000 | $ 620,000 | ||
Joint Venture | ||||
Noncontrolling Interest [Line Items] | ||||
Ownership percentage by noncontrolling owners | 45.00% | 45.00% | ||
Ownership percentage | 55.00% | 55.00% | ||
Massachusetts | MOBs | Joint Venture | ||||
Noncontrolling Interest [Line Items] | ||||
Number of properties included in joint venture agreement | property | 1 | |||
Number of buildings included in joint venture agreement | building | 2 |
Shareholders' Equity - Narrativ
Shareholders' Equity - Narrative (Details) $ / shares in Units, $ in Thousands | Oct. 17, 2019USD ($)$ / shares | Sep. 25, 2019$ / sharesshares | Sep. 18, 2019$ / sharesshares | Aug. 15, 2019USD ($) | Jul. 03, 2019$ / sharesshares | May 21, 2019trustee$ / sharesshares | May 16, 2019USD ($) | Apr. 05, 2019$ / sharesshares | Feb. 21, 2019USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2018USD ($) |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Options granted (in shares) | shares | 3,000 | ||||||||||
Common shares granted (in dollars per share) | $ 7.95 | ||||||||||
Number of independent trustees | trustee | 5 | ||||||||||
Distributions to shareholders | $ | $ 35,661 | $ 35,659 | $ 92,714 | $ 164,034 | $ 278,031 | ||||||
Officers And Other Employees of RMR LLC | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Options granted (in shares) | shares | 187,500 | ||||||||||
Common shares granted (in dollars per share) | $ 8.71 | ||||||||||
Shares purchased for tax withholding and payment obligations | shares | 25,072 | ||||||||||
Stock repurchased during period (in dollars per share) | $ 9.33 | ||||||||||
Former Employees Of RMR LLC | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Shares purchased for tax withholding and payment obligations | shares | 2,912 | 3,529 | |||||||||
Stock repurchased during period (in dollars per share) | $ 8.64 | $ 9.47 | |||||||||
Subsequent Event | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Distributions to common shareholders declared (in dollars per share) | $ 0.15 | ||||||||||
Distributions to shareholders | $ | $ 35,685 |
Shareholders' Equity - Schedule
Shareholders' Equity - Schedule of Dividends Declared and Paid (Details) - USD ($) $ / shares in Units, $ in Thousands | Aug. 15, 2019 | May 16, 2019 | Feb. 21, 2019 | Sep. 30, 2019 | Sep. 30, 2018 |
Stockholders' Equity Note [Abstract] | |||||
Dividend Per Share (in dollars per share) | $ 0.15 | $ 0.15 | $ 0.39 | ||
Total Distributions | $ 35,661 | $ 35,659 | $ 92,714 | $ 164,034 | $ 278,031 |
Segment Reporting (Details)
Segment Reporting (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||||
Sep. 30, 2019USD ($) | Jun. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Sep. 30, 2018USD ($) | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Sep. 30, 2019USD ($)segment | Sep. 30, 2018USD ($) | Dec. 31, 2018USD ($) | |
Segment Reporting [Abstract] | |||||||||
Number of operating segments | segment | 4 | ||||||||
Number of reportable segments | segment | 3 | ||||||||
Revenues: | |||||||||
Total revenues | $ 255,827 | $ 278,969 | $ 784,116 | $ 831,942 | |||||
Expenses: | |||||||||
Property operating expenses | 125,083 | 115,987 | 362,498 | 334,141 | |||||
Depreciation and amortization | 73,368 | 71,661 | 219,522 | 214,300 | |||||
General and administrative | 9,604 | 31,032 | 28,287 | 85,228 | |||||
Acquisition and certain other transaction related costs | 2,492 | 51 | 11,209 | 138 | |||||
Impairment of assets | 33,099 | 4,525 | 41,518 | 5,073 | |||||
Total expenses | 243,646 | 223,256 | 663,034 | 638,880 | |||||
Gain on sale of properties | 4,183 | 0 | 21,893 | 261,916 | |||||
Dividend income | 0 | 660 | 1,846 | 1,978 | |||||
Gains and losses on equity securities, net | 40 | 35,137 | (41,476) | 85,643 | |||||
Interest and other income | 238 | 248 | 590 | 362 | |||||
Interest expense | (44,817) | (45,416) | (136,840) | (133,781) | |||||
Loss on early extinguishment of debt | 0 | 108 | (17) | (22) | |||||
(Loss) income from continuing operations before income tax benefit (expense) and equity in earnings of an investee | (28,175) | 46,450 | (32,922) | 409,158 | |||||
Income tax benefit (expense) | 146 | (79) | 47 | (444) | |||||
Equity in earnings of an investee | 83 | 831 | 617 | 882 | |||||
Net (loss) income | (27,946) | $ (35,816) | $ 31,504 | 47,202 | $ 124,988 | $ 237,405 | (32,258) | 409,596 | |
Net income attributable to noncontrolling interest | (1,444) | (1,397) | (4,279) | (4,181) | |||||
Net income (loss) attributable to common shareholders | (29,390) | 45,805 | (36,537) | 405,415 | |||||
Assets | 6,916,990 | 6,916,990 | $ 7,160,426 | ||||||
MOBs | |||||||||
Revenues: | |||||||||
Total revenues | 100,010 | 104,492 | 307,616 | 309,497 | |||||
Expenses: | |||||||||
Property operating expenses | 34,184 | 32,652 | 98,886 | 94,773 | |||||
Depreciation and amortization | 33,801 | 35,223 | 104,939 | 105,934 | |||||
General and administrative | 0 | 0 | 0 | 0 | |||||
Acquisition and certain other transaction related costs | 0 | 0 | 0 | 0 | |||||
Impairment of assets | 26,037 | 0 | 26,133 | 0 | |||||
Total expenses | 94,022 | 67,875 | 229,958 | 200,707 | |||||
Gain on sale of properties | 4,183 | 6,686 | 0 | ||||||
Dividend income | 0 | 0 | 0 | ||||||
Gains and losses on equity securities, net | 0 | 0 | 0 | 0 | |||||
Interest and other income | 0 | 0 | 0 | 0 | |||||
Interest expense | (6,239) | (6,172) | (18,257) | (18,194) | |||||
Loss on early extinguishment of debt | 0 | 0 | 0 | ||||||
(Loss) income from continuing operations before income tax benefit (expense) and equity in earnings of an investee | 3,932 | 30,445 | 66,087 | 90,596 | |||||
Income tax benefit (expense) | 0 | 0 | 0 | 0 | |||||
Equity in earnings of an investee | 0 | 0 | 0 | 0 | |||||
Net (loss) income | 3,932 | 30,445 | 66,087 | 90,596 | |||||
Net income attributable to noncontrolling interest | (1,444) | (1,397) | (4,279) | (4,181) | |||||
Net income (loss) attributable to common shareholders | 2,488 | 29,048 | 61,808 | 86,415 | |||||
Assets | 3,255,596 | 3,255,596 | 3,344,581 | ||||||
Triple Net Leased Senior Living Communities | |||||||||
Revenues: | |||||||||
Total revenues | 43,326 | 64,538 | 137,683 | 198,626 | |||||
Expenses: | |||||||||
Property operating expenses | 0 | 0 | 0 | 0 | |||||
Depreciation and amortization | 21,976 | 20,148 | 62,855 | 60,529 | |||||
General and administrative | 0 | 0 | 0 | 0 | |||||
Acquisition and certain other transaction related costs | 0 | 0 | 0 | 0 | |||||
Impairment of assets | 7,062 | 4,525 | 15,385 | 5,073 | |||||
Total expenses | 29,038 | 24,673 | 78,240 | 65,602 | |||||
Gain on sale of properties | 0 | 15,207 | 261,916 | ||||||
Dividend income | 0 | 0 | 0 | ||||||
Gains and losses on equity securities, net | 0 | 0 | 0 | 0 | |||||
Interest and other income | 0 | 0 | 0 | 0 | |||||
Interest expense | (166) | (327) | (574) | (1,463) | |||||
Loss on early extinguishment of debt | 76 | 0 | 76 | ||||||
(Loss) income from continuing operations before income tax benefit (expense) and equity in earnings of an investee | 14,122 | 39,614 | 74,076 | 393,553 | |||||
Income tax benefit (expense) | 0 | 0 | 0 | 0 | |||||
Equity in earnings of an investee | 0 | 0 | 0 | 0 | |||||
Net (loss) income | 14,122 | 39,614 | 74,076 | 393,553 | |||||
Net income attributable to noncontrolling interest | 0 | 0 | 0 | 0 | |||||
Net income (loss) attributable to common shareholders | 14,122 | 39,614 | 74,076 | 393,553 | |||||
Assets | 1,924,780 | 1,924,780 | 2,044,939 | ||||||
Managed Senior Living Communities | |||||||||
Revenues: | |||||||||
Total revenues | 107,816 | 105,321 | 324,767 | 309,981 | |||||
Expenses: | |||||||||
Property operating expenses | 90,899 | 83,335 | 263,612 | 239,368 | |||||
Depreciation and amortization | 16,644 | 15,341 | 48,887 | 44,993 | |||||
General and administrative | 0 | 0 | 0 | 0 | |||||
Acquisition and certain other transaction related costs | 0 | 0 | 0 | 0 | |||||
Impairment of assets | 0 | 0 | 0 | 0 | |||||
Total expenses | 107,543 | 98,676 | 312,499 | 284,361 | |||||
Gain on sale of properties | 0 | 0 | 0 | ||||||
Dividend income | 0 | 0 | 0 | ||||||
Gains and losses on equity securities, net | 0 | 0 | 0 | 0 | |||||
Interest and other income | 0 | 0 | 0 | 0 | |||||
Interest expense | (420) | (997) | (1,970) | (3,580) | |||||
Loss on early extinguishment of debt | 32 | (17) | (98) | ||||||
(Loss) income from continuing operations before income tax benefit (expense) and equity in earnings of an investee | (147) | 5,680 | 10,281 | 21,942 | |||||
Income tax benefit (expense) | 0 | 0 | 0 | 0 | |||||
Equity in earnings of an investee | 0 | 0 | 0 | 0 | |||||
Net (loss) income | (147) | 5,680 | 10,281 | 21,942 | |||||
Net income attributable to noncontrolling interest | 0 | 0 | 0 | 0 | |||||
Net income (loss) attributable to common shareholders | (147) | 5,680 | 10,281 | 21,942 | |||||
Assets | 1,455,535 | 1,455,535 | 1,395,657 | ||||||
All Other Operations | |||||||||
Revenues: | |||||||||
Total revenues | 4,675 | 4,618 | 14,050 | 13,838 | |||||
Expenses: | |||||||||
Property operating expenses | 0 | 0 | 0 | 0 | |||||
Depreciation and amortization | 947 | 949 | 2,841 | 2,844 | |||||
General and administrative | 9,604 | 31,032 | 28,287 | 85,228 | |||||
Acquisition and certain other transaction related costs | 2,492 | 51 | 11,209 | 138 | |||||
Impairment of assets | 0 | 0 | 0 | 0 | |||||
Total expenses | 13,043 | 32,032 | 42,337 | 88,210 | |||||
Gain on sale of properties | 0 | 0 | 0 | ||||||
Dividend income | 660 | 1,846 | 1,978 | ||||||
Gains and losses on equity securities, net | 40 | 35,137 | (41,476) | 85,643 | |||||
Interest and other income | 238 | 248 | 590 | 362 | |||||
Interest expense | (37,992) | (37,920) | (116,039) | (110,544) | |||||
Loss on early extinguishment of debt | 0 | 0 | 0 | ||||||
(Loss) income from continuing operations before income tax benefit (expense) and equity in earnings of an investee | (46,082) | (29,289) | (183,366) | (96,933) | |||||
Income tax benefit (expense) | 146 | (79) | 47 | (444) | |||||
Equity in earnings of an investee | 83 | 831 | 617 | 882 | |||||
Net (loss) income | (45,853) | (28,537) | (182,702) | (96,495) | |||||
Net income attributable to noncontrolling interest | 0 | 0 | 0 | 0 | |||||
Net income (loss) attributable to common shareholders | (45,853) | (28,537) | (182,702) | (96,495) | |||||
Assets | 281,079 | 281,079 | $ 375,249 | ||||||
Rental income | |||||||||
Revenues: | |||||||||
Total revenues | 148,011 | 173,648 | 459,349 | 521,961 | |||||
Rental income | MOBs | |||||||||
Revenues: | |||||||||
Total revenues | 100,010 | 104,492 | 307,616 | 309,497 | |||||
Rental income | Triple Net Leased Senior Living Communities | |||||||||
Revenues: | |||||||||
Total revenues | 43,326 | 64,538 | 137,683 | 198,626 | |||||
Rental income | Managed Senior Living Communities | |||||||||
Revenues: | |||||||||
Total revenues | 0 | 0 | 0 | 0 | |||||
Rental income | All Other Operations | |||||||||
Revenues: | |||||||||
Total revenues | 4,675 | 4,618 | 14,050 | 13,838 | |||||
Residents fees and services | |||||||||
Revenues: | |||||||||
Total revenues | 107,816 | 105,321 | 324,767 | 309,981 | |||||
Residents fees and services | MOBs | |||||||||
Revenues: | |||||||||
Total revenues | 0 | 0 | 0 | 0 | |||||
Residents fees and services | Triple Net Leased Senior Living Communities | |||||||||
Revenues: | |||||||||
Total revenues | 0 | 0 | 0 | 0 | |||||
Residents fees and services | Managed Senior Living Communities | |||||||||
Revenues: | |||||||||
Total revenues | 107,816 | 105,321 | 324,767 | 309,981 | |||||
Residents fees and services | All Other Operations | |||||||||
Revenues: | |||||||||
Total revenues | $ 0 | $ 0 | $ 0 | $ 0 |
Leases and Management Agreeme_3
Leases and Management Agreements with Five Star - Narrative (Details) $ in Thousands | Apr. 01, 2019USD ($) | Sep. 30, 2019USD ($)communityproperty | Sep. 30, 2019USD ($)community | Sep. 30, 2018USD ($)community | Sep. 30, 2019USD ($)buildingcommunitypropertylease_agreementrenewal_option | Sep. 30, 2018USD ($)community | Feb. 01, 2019USD ($) | Dec. 31, 2018USD ($) |
Line of credit | $ 589,000 | $ 589,000 | $ 589,000 | $ 139,000 | ||||
Senior Living Communities | ||||||||
Monthly minimum rent payable | $ 10,815 | $ 10,815 | $ 10,815 | |||||
Payments to acquire assets | $ 49,155 | |||||||
Five Star | ||||||||
Investment owned, percentage of total shares outstanding | 34.00% | 34.00% | 34.00% | |||||
Percentage of total outstanding share issuances | 51.00% | 51.00% | 51.00% | |||||
Total rental income recognized | $ 75,000 | |||||||
Monthly minimum rent payable | $ 11,000 | |||||||
Payments to acquire assets | $ 49,155 | |||||||
Management fees as percentage of gross revenues | 5.00% | 5.00% | 5.00% | |||||
Percentage of annual incentive fee | 15.00% | 15.00% | 15.00% | |||||
Percentage of gross revenues realized at all communities | 1.50% | 1.50% | 1.50% | |||||
Property management agreement, initial term | 15 years | |||||||
Number of consecutive renewal terms of agreement | renewal_option | 2 | |||||||
Percentage target EBITDA of new management agreement not earned | 90.00% | |||||||
Percentage target EBITDA of new Management agreement not earned for all communities | 20.00% | |||||||
Line of credit | $ 25,000 | $ 25,000 | $ 25,000 | |||||
Interest rate (as a percent) | 6.00% | 6.00% | 6.00% | |||||
Annual minimum rent payable | $ 1,177 | $ 1,177 | ||||||
Amount of improvements to communities | $ 97,480 | |||||||
Property management agreement, renewal term | 5 years | |||||||
SNF | ||||||||
Number of real estate properties sold | property | 15 | |||||||
Five Star | ||||||||
Number of communities leased by the Company | community | 166 | 166 | 184 | 166 | 184 | |||
Number of leases with related party | lease_agreement | 5 | |||||||
Investment owned, percentage of total shares outstanding | 8.30% | 8.30% | 8.30% | |||||
Total rental income recognized | $ 32,738 | $ 51,757 | $ 105,451 | $ 155,207 | ||||
Variable rent payment included in rental income | 538 | |||||||
Variable rent payment excluded from rental income | 1,386 | 4,050 | ||||||
Receivables | $ 17,045 | 17,045 | 17,045 | $ 18,697 | ||||
Real estate improvements purchased | 14,749 | |||||||
Property management agreement expense | $ 3,832 | $ 3,666 | $ 11,492 | $ 10,694 | ||||
Five Star | Rents from significant lessee | Investment | ||||||||
Percentage of rental income | 27.00% | |||||||
Five Star | Senior Living Communities | ||||||||
Number of communities managed by related party | community | 77 | 77 | 75 | 77 | 75 | |||
Rehabilitation Services | Five Star | ||||||||
Expenses from transactions with related party | $ 1,478 | $ 1,584 | $ 4,666 | $ 4,944 | ||||
Rental income | Five Star | Rents from significant lessee | Investment | ||||||||
Percentage of rental income | 12.80% | 13.40% | ||||||
Maximum | Senior Living Communities | ||||||||
Payments to acquire assets | $ 60,000 | |||||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | ||||||||
Number of real estate properties sold | building | 33 | |||||||
Aggregate sale price | $ 53,033 | |||||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | SNF | ||||||||
Number of real estate properties sold | property | 18 | |||||||
Aggregate sale price | $ 29,500 |
Leases and Management Agreeme_4
Leases and Management Agreements with Five Star - Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenues | $ 255,827 | $ 278,969 | $ 784,116 | $ 831,942 |
Basic housing and support services | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 88,623 | 265,117 | ||
Medicare and Medicaid programs | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 6,902 | 23,333 | ||
Private pay and other third party payer SNF services | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 12,291 | 36,317 | ||
Residents fees and services | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | $ 107,816 | $ 105,321 | $ 324,767 | $ 309,981 |
Business and Property Managem_2
Business and Property Management Agreements with RMR LLC (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Jan. 31, 2019USD ($) | Sep. 30, 2019USD ($)employeemanagement_agreement | Sep. 30, 2018USD ($) | Sep. 30, 2019USD ($)employeemanagement_agreement | Sep. 30, 2018USD ($) | Dec. 31, 2019 | |
Related person transactions | ||||||
Number of employees | employee | 0 | 0 | ||||
Related party transaction business management agreement incentive fee paid | $ 40,642,000 | |||||
Property management and construction supervision fees | $ 3,289,000 | $ 3,025,000 | $ 9,844,000 | $ 8,829,000 | ||
Property management and construction supervision fees paid | 3,419,000 | 3,440,000 | 10,145,000 | 9,391,000 | ||
RMR LLC | ||||||
Related person transactions | ||||||
Business management fees incurred | 6,616,000 | 28,306,000 | 20,917,000 | 78,119,000 | ||
Related party transaction business management fees related to subsidiary level management | 725,000 | 725,000 | 2,175,000 | 2,175,000 | ||
Related party transaction business management agreement, annual incentive fee estimate included in management fees | $ 0 | $ 18,751,000 | $ 0 | $ 50,708,000 | ||
Senior Living Communities | RMR Inc | ||||||
Related person transactions | ||||||
Number of management agreements | management_agreement | 2 | 2 | ||||
Subsequent Event | Scenario, Forecast | RMR LLC | ||||||
Related person transactions | ||||||
Period of actual amount of incentive fees | 3 years |
Related Person Transactions (De
Related Person Transactions (Details) $ / shares in Units, $ in Thousands | Jul. 01, 2019USD ($)$ / sharesshares | Sep. 30, 2019USD ($)agreementshares | Sep. 30, 2018USD ($) | Dec. 31, 2018USD ($) |
Related person transactions | ||||
Proceeds from sale of RMR Inc. common shares, net | $ 98,557 | $ 0 | ||
RMR Inc | Class A common shares | ||||
Related person transactions | ||||
Number of management agreements | agreement | 2 | |||
Proceeds from sale of RMR Inc. common shares, net | $ 98,557 | |||
Five Star | ||||
Related person transactions | ||||
Equity securities investment (in shares) | shares | 423,500 | |||
Investment owned, percentage of total shares outstanding | 8.30% | |||
AIC | ||||
Related person transactions | ||||
Equity method investments | $ 9,340 | $ 8,632 | ||
RMR LLC | Five Star | ||||
Related person transactions | ||||
Investment owned, percentage of total shares outstanding | 35.40% | |||
Class A common shares | RMR Inc | ||||
Related person transactions | ||||
Shares sold (in shares) | shares | 2,637,408 | |||
Sale of stock, price per share (in dollars per share) | $ / shares | $ 40 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Income Tax Disclosure [Abstract] | ||||
Income tax expense (benefit) | $ (146) | $ 79 | $ (47) | $ 444 |
Weighted Average Common Share_2
Weighted Average Common Shares (Details) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Earnings Per Share [Abstract] | ||||
Weighted average common shares for basic earnings per share (in shares) | 237,608 | 237,511 | 237,585 | 237,492 |
Effect of dilutive securities: unvested share awards (in shares) | 0 | 51 | 0 | 34 |
Weighted average common shares for diluted earnings per share (in shares) | 237,608 | 237,562 | 237,585 | 237,526 |
Antidilutive securities excluded from computation of earnings per hare (in shares) | 42 | 26 |